My Little Pony: Leon's Memories
by Synesisbassist
Summary: Many years after a tragic fire that killed his parents, and left him scarred, Leon heads to Ponyville to start anew. But memories his mind suppressed for years come back, confusing him and making him act out as he tries to figure out what happened, and find that mare he remembers. Rated M for themes, language and clop later. Thanks for the support and R&R, Check out my other stuff!
1. Starting anew

I looked out the window, the rolling hills going by as the train thundered down the tracks. I sighed, I was all alone. My parents had both died in a terrible fire when I was just a little clot, burns from metal wire was etched into my white coat. It looked pretty cool, but just reminded me everyday what I lost. I managed to escape, they both used their magic to allow me to get out, but sacrificing themselves to make sure I lived. I shook my head, the memories coming back to me as I thought about my past. I looked out the window, the town where I could start again, fresh, a new life could start here. The train rolled to a halt and I stood up, opening the door to my lone compartment as I got off the train and breathed in the fresh air, the busy city of Manehattan that I was used to was completely different from this place. I slowly walked off the station, and went into the town, hunger filling my stomach as I looked at my flank, my bag of bits strapped to my black cloak that covered my burns.

Time to introduce myself, the name is Leonidas, or just Leon. I am a unicorn from Manehattan, my parents were a unicorn and a pegasus. My father was a built pegasus, more then the usual but his wings were really strong so flying wasn't a problem. My mother was a nice and kind unicorn, she taught me how to use magic as a young colt, right before they died. I was a white coated stallion, a bit taller then usual, and built like an earth pony. I was pretty smart, being a unicorn and all. I had black marks over my back, it looked pretty cool, but I didn't like ponies staring at me or asking me as I was pretty shy, and it brought back the horrible memories. My mane was black, and pretty long, draping over my neck and my hair was black, with red and blond highlights. It was like an emo cut, my hair going over the right side of my face a little and my white horn came up through the middle. My eyes were a deep blue from a magic spell I use, my regular eye colour freaked ponies out a little. My regular eye colour was a dull icy blue, almost silver, it made it look like I was blind so I changed them with a spell. My cutie mark was a bass cleft and a treble cleft.

I walked in town, getting a couple stares, probably from the cloak I wore. I felt my cheeks get red and I stumbled onto a cafe. _Finally, food. _I sat down, my horn glowing a dull icy blue, making a couple ponies look at me as I held up the menu. A waiter came over and looked at me. "Uhh... I would like a daffodil sandwich please." He nodded and walked off, and I put the menu down to the staring eyes of a lavender coloured mare. I jumped back a little and she blushed, looking at me, her eyes full of wondering.

"Uhh hi, I have never seen you before, my name is Twilight Sparkle." She smiled and I relaxed a little. "What's yours?" I gulped and looked at her.

"Leo... Leonidas." She blushed at the sound of my voice, but she smiled and the waiter came back with two sandwiches, I guess she ordered at another table.

"Leonidas, that's a unique name. So, where are you from?" She lifted her sandwich to her mouth and took a bit as I did the same, her eyes looking at my horn glowing it's dull blue. I swallowed what I had in mouth and licked my lips a little.

"Manehattan. You from around here?" She shook her head and I felt a little better, she seemed nice.

"I have only been here for a little while now, I am originally from Canterlot." My eyes went wide as she said that. _Wow, Canterlot! _"Ahh it's not all it's cracked up to be, I actuality prefer it here in Ponyville. It's peaceful here. So, what is Manehattan like? Your parents must be a little worried about you coming here." I cringed and she gasped, when I teared up a little. "Oh my gosh... I'm so sorry Leonidas..." I looked at her and she was crying a little.

"Don't worry, you didn't know Ms. Sparkle." She smiled a little and sighed. I finished my sandwich and my horn glowed as a couple bits floated onto the table as I stood up. "I will be going now, I want to check out the rest of the town." She smiled and did the same, walking up to me and sticking her hoof out and I took it, shaking it.

"I will see you later Leonidas, if you need anything, I live in the library, bye!" She trotted off, glancing back at me and I smiled a little as I made my first friend. I set off in the other direction, looking around at the ponies of Ponyville, it was peaceful and calm, not at all like Manehattan. I was so caught up in thought that I bumped into a pony sending her to the ground yelping a little. I gasped and looked down, the yellow pegasus was hiding behind her long pink mane as she was laying on the ground.

"Oh my gosh miss, I'm so sorry!" I stood up and stuck my hoof down to her, she looked at my hoof and shyly took it and I pulled her to her hoofs. "Sorry, I didn't see you there." She looked at me and blushed, her left eye covered by her mane as she looked into my eyes. The cyan eye I could see, sparkled a little as she looked at me, making my cheeks get warm. "The name is Leonidas." She blushed and hid in her mane a little more, her cheek red.

"My name... is... Flut... Fluttershy..." She whispered cutely, and I smiled. She looked towards the market place, then back at me and I smiled.

"I will see you later Fluttershy." She nodded and I walked away, her eyes glued to my cloak as I walked away, heading towards what seemed to be a park. I yawned, a little tired from the train ride and I laid underneath a tree and fell asleep for a little while. I felt cold and wet, I opened my eyes and it was pouring rain. I shivered, my back was dry as my cloak was waterproof. I stood up, my horn glowing and bringing my hood over my head and walked back into the town, looking for a place where I could pay to stay the night. I walked around for about half an hour before I found the library where Twilight lived. I knocked on the door and she answered it, gasping as she saw me.

"Leonidas!? Here come inside." She stepped off to the side and I walked in, my horn glowing and I brought my hood down, sighing a little.

"Thank you Ms. Sparkle. Is there anywhere in Ponyville I can pay to stay for the night?" She shook her head and I sighed, looking back outside.

"You can stay here, seeing as you have no other place to live right now." I looked at her, my jaw on the floor as I looked at her, very grateful that she was so kind to offer.

"How much will that be Ms. Sparkle." She shook her head and blushed.

"Twilight will be fine, and no payment, everypony need a roof over their heads and food in their belly." I was shocked, she offered a roof over my head, and food.

"Thank you so much Twilight, I owe you so much." I bowed a bit and she blushed as I took her hoof and lightly kissed it out of gratitude.

"Oh, what a gentleman." Her cheeks were flustered and I stood back up, looking around. "Make yourself at home." I nodded and walked over to a sitting area as her horn glowed and a pillow and blanket floated down to me, being placed onto the sitting couch. "There, if you need anything just ask." I nodded and removed my bag of bits, but left my cloak on and I laid down, closing my eyes and I fell asleep.

I opened my eyes, fire was everywhere, I gasped and hopped to the floor. "Mom! Dad!" I took a step and the floor crumbled beneath my hoofs and I fell into the room downstairs. I was disoriented as I looked around for my parents. I was scared and I tried to get to my hoof when I heard something crack and I looked up, my bed was falling at me, the mattress burned down to the metal as it fell onto me and I screamed. The pain was extreme as the metal burned my coat and into my skin. I struggled to get out of it, but I was stuck, crying in pain, my magic trying to get the bed off me. I then felt it lift off me, the blue aura surrounding it and I crawled, when I looked up, my mom and dad, her horn glowing and her front left leg was broke. My dad picked me up by the scruff of my neck and ran to a window, throwing me out of it and I fell a couple stories to the ground. I closed my eyes as the ground came rushing towards me.

I opened my eyes, Twilight was next to me with a cold cloth on my forehead. "Are you ok?" I was breathing heavily, laying on my back, her hoof on my chest, my heart beating quickly. I closed my eyes, that nightmare happened usually every night. I felt tears leave my eyes as my mind fogged up a little, and I opened my eyes to Twilight's horn glowing and she gasped as it stopped. "Oh... my... gosh." I looked at her as tears streamed down my cheeks and she hugged me, nuzzling her head into my shoulder and I rolled over and held her tightly. I soon broke it and sat up, and she looked at my cloak. "So, why do you wear that cloak?" I sighed and reached back with my hoof and pulled up the back, letting her look at the black burns I had, making her gasp. "Oh Celestia!" I looked at her and licked my dry lips.

"That's not the only reason..." I undid the neck tie and let it drop, her gasp filling my ears as she looked at me. I was a weird specimen, the doctors had no clue how it happened but I had a horn, and wings, technically I was an alicorn, but I never used my wings and considered myself a unicorn. I always covered them from the time I was a little colt. The black burns were also etched into my wings and I spread them hesitantly. "I have never used them before, the doctors didn't know how, I have no relation to the royal family. It's just the way it happened I guess." She nodded.

"Wow, I have never seen anything like that, but those black marks, are burns, right?" I nodded and folded my wings, my horn glowing a I put my cloak back on. I looked at her, those lavender eyes filled with comforting.

"And also, my eyes aren't this colour naturally." She raised her eyebrows and my horn glowed, my eyes changing from a deep blue to the dull icy blue they were meant to be. "It makes ponies afraid of me, so I use this spell to change them." I changed them back and looked out the window, the sun coming over the horizon and I sighed. "Another day..." I closed my eyes and sighed as I cleared my mind and got to my hoofs. "I think I shall take another look around town, get familiar with the layout. Can you keep this a secret?" I looked at Twilight and she smiled, standing up and nodding, walking towards a bookshelf.

"You bet, and you are always welcome here Leon, have a good day." I smiled and walked towards the door, and it glowed a light blue and opened, time slowed as I jumped back and avoided being hit in the face. A white mare walked in, her eyes closed and she opened them up and gasped, looking into my face.

"Oh, why hello there, I have never seen you before. Rarity, charmed." She looked into my blue eyes, hers almost matching mine as I looked down at her, her eyes couldn't look away from mine until I blushed and looked away.

"I just arrived here yesterday, the name is Leonidas, or just Leon." I stuck my hoof out to her and she looked at it, her white cheeks a little pink and she took my hoof, shaking it up and down. I let go and she looked at me, my eyes couldn't look into hers and I walked past her. "Well, I should be going, I want to check out the town some more." I stepped outside and started walking towards the left, a couple ponies looking at me as I walked by, looking at the shops and houses as I walked by, looking around. I looked to my right, a huge giant apple orchard was there and I went wide eyed, never seeing anything like it before. I walked towards it, lost in my thoughts when I felt a tapping on my side.

"Uhh, can I help you partner?" I looked to my right and saw a orange mare. She had a cowboy hat on, her long blond hair and tail tied up in a pony tail. Her sparkling emerald green eyes looked up at me, and she had three freckles on either side of her face. "Uhh y'all alright?" She raised her eyebrow and I shook my haead and blushed, avoiding her gaze.

"Sorry, I have never heard anypony speak with such a nice accent." She was then the one to turn red in the cheeks. "The name is Leonidas, I'm from Manehattan, I just arrived here yesterday." I stuck my hoof out and she smiled and grabbed it tightly, shaking it up and down.

"Well howdy Leonidas, the names Applejack and I run this farm with my brother, Big Mac." I smiled and looked around at all the trees.

"Leon is fine, so you and your brother... keep this place running. All by yourselves?" I looked at her and she nodded, a proud smile on her face as she looked up at me. "Jeez, that is a lot of work." She giggled and poked me in the side.

"Y'all offerin to lend a hoof?" I raised my eyebrow and looked at her. "You get paid a nice pay for a hard days work~" She smirked and I looked at the trees, I was a little low on bits, so her offer seemed to be a life saver.

"Sure, I could use some money, so I guess you have a new worker." She smiled and her eyes trailed to my cloak, raising her eyebrows. "This stays on, in case you were wondering." I might of said a little sternly but she looked at me and shrugged.

"Suit yourself, it's going to be mighty hot under it though. So you wanna stop by tomorrow and I will get you set up, alright?" I nodded and took off walking again, waving goodbye to my new boss.

I walked for sometime, keeping to myself, my hood up and I saw a blue flying pegasus and a pink earth pony walking in my direction. Once the pink mares eyes looked over me she gasped and zoomed to me, quicker then the flying pegasus. "Ooo, who are you? I haven't seen you before. What's your name? Where did you come from?" She grinned and I took a step back, her grin was unexplainably huge, and I gulped.

"My name is Leonidas, but just call me Leon. I am from Manehattan." She smiled and trotted in place quickly.

"I have to go set up your welcome to Ponyville party bye!" She zoomed away, and in the blink of an eye, she was gone. My jaw was wide open, and the blue pegasus close it with her hoof, giggling.

"Don't worry about her, she is always like this. Anyways, the name is Rainbow Dash, number one flier in all of Equestria." I chuckled lightly at her statement and she gritted her teeth. "Hey, at least I can fly, you are probably a book worm egg head. And what's with the cloak? That style has been taken by Zecora." I frowned at her and snorted, her full of herself attitude made me a little hot headedss.

"Well, I don't know who Zecora is, but I wore this since I was a little colt, to cover my..." I stopped and sighed], making her raise her eyebrow.

"Why? What are you hiding?" She zipped around and lifted the lower part of my cloak and I tried to spin around but she tackled me. "Are you planing on hurting somepony? Huh?" She wrestled with me and I flipped onto my hoofs and she grabbed the lower part in her mouth and pulled it up, gasping as I fell in defeat. My burns were on display to her, and she gasped, landing on her rump and shaking her head a little. "Oh my gosh... I... I..." She looked at me and my horn glowed to lower it back down as I felt a little exposed.

"Don't even..." I got up and galloped away, my hood going over my forehead, just going to my muzzle leaving enough room for me to see. I ran back to the library and opened the door, Twilight looked at me and so did... PRINCESS CELESTIA!? I gulped as she looked over at me, a soft expression on her face and the door closed behind me.

"Easy now, I'm not going to hurt you." I was really uncomfortable and I looked for a way out of this place. I ran to the door and it glowed purple. "Please, I just want to talk to you." I looked up and saw a open window and I shook my head in defeat. "So, you really don't know how to fly." I looked at her and Twilight gasped, looking up at her and I felt tears run down my face.

"Please, leave me alone." I cowered in a corner and heard hoof steps coming towards me, a gentle touch running over my shoulder and I looked up, Celestia looking down at me.

"I have been watching you little one." I avoided eye contact and she smiled, urging me to get up and I did, my cloak hood covering my head still as tears ran down my face and dripped off my muzzle. "Come here, don't cry Leon." She held me, and I grabbed her tightly, shaking a little as she caressed her hoof over me motheringly. I haven't felt like somepony cared about me in, forever.

"How do you know about my... wings?" I looked at Twilight and she shook her head quickly.

"Easy, I have kept tabs on you ever since you were born, you being an alicorn like me, and having no bloodline to the royal family, really intrigued me. Every one thousand years, an alicon is born with no connection to the royal family. Everything was going fine, but when... that accident happened, I made sure you were kept good and well, I had lookouts keep an eye on you as you grew up. And when you came to Ponyville, I tipped off Twilight here to make friends with you." Her horn glowed and my cloak came off, exposing my body to the two girls. "Don't be afraid Marshall, the burns, look pretty cool on you." I looked back and slowly spread my wings, they were a little stiff but I spread them fully and Twilight gasped, Celestia looking at them with a little smile. "There you go." I smiled up at her, she felt like the mother I haven't had for almost my whole life.

"Hey I am sor-..." The door opened and I turned, closing my wings to see the blue mare from earlier. "Huh? You... are ... a alicorn!?" Her shocked expression turned into a grin, and she trotted towards me, looking over the burns and my wings. I nodded and spread them, her own wings spreading as she looked on, her cheeks red and she closed them, and I chuckled a little, closing my own. "So that's why you reacted that way, you think you are a better flier then me huh?" I shook my had and looked away in embarrassment.

"I... can't even fly." Her jaw was wide open, and she looked at me. She closed her mouth and put her hoof to her chin, thinking about it.

"Well, I could teach you how to fly, ya know, if you want." I looked at her, her cheeks a bit pink and I looked at Celestia and she nodded, before I turned back and stuck my hoof for a hoof bump. She looked at it and hoof bumped me. "Sweet, and I don't think I ever got your name?" I smiled and put my hoof back down.

"Leonidas, but you can call me Leon" She looked up at me, those magenta eyes staring at me, her eyes staring into mine, and I blushed and looked away. She giggled and elbowed me lightly in the side.

"Shy one huh?" She whispered and I blushed harder, making her smirk. I looked at her and remembered what the pink one said.

"Uhh, the pink mare you were with, said something about throwing me a party?" I looked at Twilight and she looked a little worried. "I really don't feel comfortable letting the whole town know what I am, just yet." Rainbow put her hoof on my lips, lightly tracing them, shushing me but perhaps a little bit more?

"I have an idea that will still make her happy. I will get her to invite our closest friends and that way she still gets a party, and you get to know other ponies." I thought about it for a minute but she was already gone before I could say anything.

"Well, I guess that is happening whether I like it or not." I chuckled nervously, sitting down and sighing, when I felt a hoof on my shoulder. I looked up at Celestia and she was smiling at me.

"Don't worry, you will be fine little one. I have instructed Twilight here to take care of anything you need, alright?" I smiled and hugged her, and she giggled and wrapped her hoofs around my back. I broke the hug and she stepped back a couple feet. "I shall see you later my faithful student, and you to Leonidas." Her horn glowed and a white flash filled my vision and I closed my eyes. When I opened them, she was gone. I looked over at Twilight and my stomach growled, making her giggle.

"Want something to eat?" I blushed and nodded, prompting a giggle from her. "Don't be embarrased Leon, here, I will make you something to eat." I smiled and she headed towards the kitchen and I sat down, putting my cloak back on and I heard a knock at the door. I looked at it and it opened, the pink mare came in pushing a blue cannon and she looked at me and smiled.

"Hiya Leon! Time for a party!" She pulled a rope on the cannon and it shot out a bunch of party things around the library. _How the buck? Don't even question man. _I looked around and in walked four other mares, the ones I bumped into earlier. I smiled and she trotted up to me, grabbing my hoof and shaking it up and down quickly. "I'm Pinkie Pie!" She grinned hugely, glancing at my cloak. "What's with the cloak?" I sighed and she was taken back a bit, I licked my dry lips. "Huh?" I froze and looked at her, her eyebrow raised. "What... was that?" I gulped and looked around, the other girls coming closer.

"Well, I think I should tell you girls my story.. or at least, what I can remember of it." I told them what I remembered, keeping out my wings, but not any details. It left Rarity sobbing, Pinkie sitting there, tears running down her face, Rainbow wiping her face, trying not to cry. Applejack took off her hat, putting it to her chest and tearing up, Twilight had her hoof on my shoulder, and Fluttershy had her head down and I couldn't see her face, but her shoulders were heaving and I saw tears dripping off her chin and onto the floor. "And I have two things to remember them by." I lifted my cloak and all of them gasped, besides Twilight and Rainbow seeing as how already knew. "I also have something else from them, their cutie marks on my..." I flicked my tongue out and they gasped and stared at my tongue piercing that I had. The top ball had my mothers cutie mark, it was a blue star, the bottom was my dads, his was a flaming wing. "I got this years ago, I wanted something to always remember them by. It makes me feel like they are always with me, watching over me." I fought back the tears and brought my tongue back in, then looked at my cloak. "I guess I won't need this in here." I undid the strap and more gasps filled my ears.

"Oh my gosh!" Rarity's eyes became wider as I spread my wings, the black markings etched into my feathers. "You are an alicorn!" I shrugged my shoulders and closed them, Fluttershy had her wings spread, her cheeks a little flustered as she eeped when I looked at them, quickly closing them.

"I think I need some fresh air." The girls looked at each other and nodded, before group hugging me. I was taken back a bit, but soon smiled and closed my eyes, giving in. "Alright girls, I think that's enough for now." They let go and I picked up my cloak, putting it on and tied it up. I waved good bye and left, my mind foggy and I walked out of the town, wanting a little time to myself. I was used to be alone, and being around that many ponies made me a little uneasy. I soon arrived at a forest, a big pathway running through it. I decided to walk it, the birds chirping and the bunnies hopping. I smiled and bent down, a bunny hopping up to me and sniffing me lightly. He pointed up and I looked where he was pointing, a cherry tree just above us and I smiled and my horn glowed, picking one and I brought it down to him. He smiled and brought up his little fist, and I put my hoof to him, and he bumped me and took of, cherry in mouth.

"Aww, that was... sweet." I turned around and saw Fluttershy smiling at me, her eyes closed and I raised my eyebrow.

"Huh? What are you doing here?" She eeped and blushed, her eyes opening and adverting them to the ground.

"Well, this is the path to my house... I was just going home to get some lunch." At the mention of food my stomach growled and I forgot to eat back at the library. She giggled as she brought her hoof to her mouth. "You hungry?" I slowly nodded and blushed, making her smile. "You are almost as shy as me." She giggle again and I chuckled nervously. We walked in silence and I took in the beauty of the nature around us. We arrived at her house and I was astounded, her house was a hollowed out tree, flowers and animals were everywhere. My jaw dropped and I smirked a little.

"Wow... it's..." I couldn't find any words to describe it, it was beautiful, and being out here fit Fluttershy's personality all the better. I looked around, then back to Fluttershy, her eyes staring at me, a little smile. "You mind if I take off this cloak?" Her eyes went a little wide and she shook her head, making me relax and I removed it, shaking myself out. She was looking at my burns and I felt my cheeks get hot. "Sorry, I know they're ugly..." She gasped and shook her head.

"Oh no no no, I like them. They make you look pretty cool." She whispered and blushed, her cheeks pink as her mane was as it covered her face a little bit. I looked around, taking a deep breath, the smell of grass filling my nose. "Anyways, I will make us a salad... I mean, if you like that..." I smiled and nodded, looking down at her as she trotted towards her house and I followed her into her house. She flew up and I felt a little weird, looking at her flying, knowing I could fly to, but I didn't know how. She started humming, cutting up all the vegetables for the salad. I saw a white bunny that was laying on a couch get up, and look at Fluttershy, a angry expression on his face as he looked at her, then to me and he glared at me. I was standing near the back of the couch and he hopped up on it, onto my head and onto the counter stomping his way up to her. She landed and put her face near the counter. "Oh hi Angle baby, momma missed you." She smiled, and he raised his hand, and brought it down, about to hit her and she closed her eyes and cringed. I gasped and grabbed him by the scruff of his neck in my mouth throwing him onto the floor.

"How dare you!" He gritted his teeth and jumped at me, he was a lot stronger then he looked as he tackled me and I fell back, knocking me outside and I back-flipped to my hoofs, taking a fighting stance, my wings spreading as he came at me quickly and he jumped up and hit me in the cheek, making my head recoil to the side. "Dammit!" He landed on my shoulder and grabbed my horn, making me fall to my knees. I gritted my teeth and my horn glowed brightly, and I felt a little weird as he gripped it tightly, the pain almost unbearable. I felt a surge and he let go, falling onto his back, crawling away and Fluttershy came out gasping.

"Leon!" I opened my eyes and she put her hoof to her mouth. I looked back and my burn marks were glowing a dull icy blue, the same as my horn was, and I took a couple deep breaths and I stopped, my wings folding and I fell a little, taking deep breaths. She galloped down to me and wrapped her hoof around my neck. "Shh shh shh, it's ok now Leon." I felt tired, and I looked at her, my vision fading as I passed out.

I opened my eyes, the cold concrete that I was laying on was wet, and reflected a bright blur. I looked up, my house aflame and I started crying, my parents no where to be seen. "Mom! Dad!" Don't leave me alone!" I shook, tears rolling down my cheeks and I tried to move, a pain in my chest, ,the side I fell to the ground, out of the two story window. I heard hoofs steps galloping towards me, and I looked, and saw a pink mare, only a couple inches taller then me she looked at me and pulled me close, away from my burning house and I fought against her. "No lemmie go! My parents! No!" She hugged me close and I couldn't move, I was too weak and just broke down crying. The fire engulfed the room where my parents were, but they had to of made it, they had to! "No... no... no..." A couple of pegasi bringing clouds full of water to pour on the burning rubble that I was just in and I closed my eyes, nuzzling my face into the mares chest, a warm sensation running down the back of my head and I felt my vision fade as I looked at her, her horn glowed blue and she closed her eyes and I did the same as I blacked out.

I awoke with a start, falling to the floor and I hear a gasp. I opened my eyes, a yellow blur in front of my face and I felt hoofs on my cheek. I was sweating like mad and I shook my head, clearing it and my vision. She was worried, a cold cloth next to my ear, and my burns felt like like they were being freshly done. "Are you ok Leon? Please talk to me, I sent Angel to get help, what's wrong?"

"Ahh my... my back!" I squirmed and flipped over, making her gasp as I looked back and did the same. My burns were glowing, icy blue but they felt like fire, and I squirmed and tears fell from my face. "Make it stop please make it stop!" I hit my hoof on the ground, squirming in agony as that sensation came over me again and she started crying herself.

"Oh my gosh what do I do?! Leon what do I do?!" She shook her head, totality helpless. The pain was unbearable and I blacked out from the pain.

_Beep...beep...beep...beep..._ I opened my eyes, a dull burning sensation in my back. I was sprawled out on my chest, a hoof running up and down mine. I looked over and saw the same pink mare from before, her worried expression didn't change as I looked at her. Her eyes staring right into mine. Her eyes were a greyish purple, her mane dark purple, with pink and light gold streaks in it, tied back in a ponytail with a blue bow. She was also wearing a cloak "Wha..." My eyes shot open and I couldn't stand up, I was strapped to the table. "My parents..." She closed her eyes and shook her head, I felt like my heart was being torn out. "No..." I laid my head down and cried, they were dead, sacrificing their lives to save mine. I shook, my eyes clenched shut as I tried to curl up. I felt her arm drape over my neck and she held me, her warm body felt comforting as I tried to hold onto her as I fell asleep.

"Quick, I need ice stat! He is heating up fast!" A male voice said, a little muffled from my hearing. I opened my eyes and groaned, trying to roll onto my side when I felt a gentle hoof on my chest, pushing me back.

"Don't worry Leon, just relax." I looked over to a white mare, a small smile on her face, a quick beeping sound in the background matched my racing heart beat. I laid back, closing my eyes and breathed deeply, a cold icy cloth got draped over my forehead. A pounding headache made it hard to think. "Here drink this." I opened my mouth, a pill dropped in and water following it as I drank it down. "There you go... There you go..." Her voice was soothing as her hoof went over my chest, lightly caressing it. I sighed.

"Thank you miss..." I heard a couple ponies talking outside and then heard the door open. I looked over to see Celestia walk in, Twilight right behind her as they came to my bed. "Hey..." I closed my eyes again, my heart beat coming back to normal.

"Are you alright Leon?" I nodded slowly, opening my eyes again to look at her.

"I think so..." I felt tired and I closed my eyes again. She put her hoof on mine and I smiled.

"Princess, what happened to him?" I heard Twilight say and Celestia sighed.

"He is having uncontrollable flashbacks, but to horrific memories that his mind thought it had forgotten." I heard a knock at the door and it opened, hoof steps walking towards the bed and a gasp. I heard big hoof steps walk in the direction of the new ones and I heard Celestia whisper to who ever came in. "I told you not to come in here, he is..." I felt my hearing get muffled and I opened my eyes to see a purple barrier around me and Twilight, looking at her with raised eyebrows.

"Sorry she told me to." Twilight put her hoof on mine and I smiled at her as she rubbed her hoof over my arm. I looked at the the princess and the new guest, and I just stared at her as she looked at me, our eyes meeting and I couldn't look away. There was something about her, that I just couldn't put my hoof on it. Celestia stepped in front of her, blocking my view. The mare then faked out the princess and jumped at me, her horn glowing and destroying Twilight barrier. She was crying a bit as she jumped on me, putting her lips to mine and my eyes went wide.

"CADANCE NO!" I looked at her and tried to push her off me when I felt my mind fog, my vision blurred and my back started burning again, I pushed her off me, right off the bed and to the floor.

"AHH!" I writhed and agony, my back on fire and my head hurting as my vision turning a red tint as I passed out.

I awoke, my eyes opening to the mare from before, looking back at me and sighing, tears streaming down her face as she walked out of the room. I reached towards her, not knowing why she was leaving me all alone. "Why?..." I felt the tears run down my face as she left, the only pony who cared about me was now gone, I closed my eyes and curled up, crying myself to sleep.

I opened my eyes, my head pounding as I pushed up with my hooves a little, looking around the room. I saw Twilight laying in a chair, she looked so cute curled up, but she was shivering a little. My horn glowed and I lifted my blanket off me and onto her. _Who is that mare, wha?_ I licked my lips, a weird taste on them, it was kind of like berries. My mind, felt a little empty, like a memory was recently lost. I got up, staggering a little, my cloak hanging by the bed and I put it on and I left the room. "I have to find out who she is." I whispered to myself and I left, stumbling through the halls, the hallway twisting in my vision as I stumbled around.

"Hey! Wait! You can't leave yet!" I turned and saw a nurse galloping at me and I took off, almost falling as I ran away from her. "Please stop!" I teared up a little.

"No! I need to know who she is!" I ran down a hallway, a dead end, a window right in front of me. I spun around and stepped back, shaking my head. "No, why can't I remember her, why?!" I suddenly felt angry, a powerful surge shooting though me and my cloak lifted as as my aura started, my marks glowing the dull blue, and I knew my eyes changed back because when she turned the corner she gasped took a step back.

"Please, relax Leon." I heard hoof steps coming closer and Celestia turned the corner, and I felt like shit, she was like a mother to me now, and I took another step back, shaking my head.

"Leon..." Her voice calm and soothing. "Everything will be explained at a later date, please, stop." I felt tears run down my face as I turned and jumped through the window and into the darkness, gasps behind me as I saw I was five stories above the ground, and it came quickly as I flailed around. I was getting closer and closer when my wings spread but it didn't matter as the ground was right in my face. I shook my head, Celestia taking a step closer and I looked back at the window. _It... never happened... Can I predict... the future? _I looked back at her, then galloped to her and hugged her, tears running down my face. "Shh shh shh, it's ok little one, you are ok know." She put her hoof around my back as I gripped her tightly.

"What's... happening to me..." She looked down at me and I looked up at her, her expression was a soft, giving in one as she sighed and smiled a little.

"Let's get you back to bed and I will explain everything ok?" I nodded and she unwrapped her hoof from around me as I broke the hug, looking up at her as her horn glowed and I felt tired, struggling to stay awake. "Shh, sleep Leon, sleep." I looked at her smile and the floor rushed to me as I blacked out.

**Hey guys! Just a feeler, has a little darker feel then what I have written before. I know there are some people who don't like alicorn OC's, but I feel like I have a different spin on things. Anyways, if you like it, or even don't like it, be sure to review and let me know if I should continue things or not. Thanks for reading! Spitfires Lust will be on hiatus for now, as I ran out of ideas for the story, and I will be writing another story as well, a Spike x mane 6 story I think. If you have any suggestions for this one, or others I am always looking for ideas.**


	2. Between two mares

**Sorry for the late update, so I included a little Dashie scene. Anyways, this is more popular then I imagined, not a lot of views so far, but people who did read it are really liking it. I have felt a little more tired then usual this week, but I will try and have A New Start updated on Saturday, but you never know. Thanks for reading, If you want to see anything in this story, or perhaps a new story, just message me!**

I looked up, the rain pouring down on the ponies around the two graves. I was crying, all alone now, saying good-bye for the final time. The pole barrers walked slowly, the rain not letting up as they walked towards the two graves. They couldn't find anything left of my parents, so it was purely symbolic to just bury the empty coffins, and to let me say my final good-bye to the ponies who raised me, made my life complete to this point. They lowered the coffins inside the graves, and everypony thought of their final words, before walking off, but I couldn't leave just yet. I was wearing a black tux, over my heart I had two pins attached to roses, both their cutie marks over it. I couldn't see clearly, the tears ran down my face and the rest of the ponies walked away, saying nothing as I sat there, soaked to the bone but it didn't matter. I looked at their headstones, their bottom inscription, made it hurt all the more._ "Stay strong son, know that in the heavens, we will always watch over you, guiding you and making sure you are safe, love, Mom... Dad..."_ I shook lightly, my shoulders heaving as I looked at the graves. I just wanted to end my own life, join my parents, but they wouldn't want that, I had to move on, live my life to the fullest, that's what they would want. "Good-bye... Mom...Dad... I miss you guys so much, I love you..." My horn glowed, two roses in my chest pocket, and the pins that were attached to them, I picked them up, laying them on the respective coffin, for my mom and dad. I sighed, shuddering a little, no more tears falling, I was all cried out. I looked up, a figure standing about a hundred feet from me, and I stared at it, her pink coat made my eyes go wide and I reached up, she vanished, dissipating in thin air.I shook my head, and breathed deeply. _Am I imagining things? _I turned around, walking away, the rain fell harder as I did so and walked back towards the town.

I shook, waking up with a start. I was in a bed, the wooded walls reminded me of somewhere. I closed my eyes, and laid back down when I felt a hoof drape over my chest. I looked over and Twilight was cuddled into my side, her warmth and closeness made me feel weird inside, a feeling I haven't felt in forever. I smiled a little and ran my hoof down her back, making her sigh a little and her violet eyes slowly opened, her lips forming a smile as I looked down at her. "Good morning Leon." I smiled a little and blushed, being in bed with a mare made my heart beat a little faster as new feelings came over me. She looked at me and giggled, her hoof rubbing over my chest and I took a deep breath.

"Hey Twilight." I rubbed my head with my hoof, my mind a little cloudy as I tried to remember what happened last night. "What the heck happened?" All I remembered was laying in the bed and seeing Twilight and Celestia check up on me then... nothing. I looked back down at Twilight, she had a small smile on her muzzle.

"We took you to the hospital, and you checked out ok after we visited you, so we took you home, to the library." She blushed. "Sorry but I don't have another bed right now, and it wouldn't be fair for you to sleep on that little sitting area." I chuckled and sat up, shaking my head a little, my mane covering my neck, flipping around a little with my hair.

"It's ok, I don't mind sleeping in the same bed as you." I looked at her and she raised her eyebrow, a sly smile on her muzzle. My eyes went wide and I put my hoofs up defensively. "I didn't mean it like that! I have never even..." I blushed and trailed off as she gasped.

"You never..." I blushed hard, my cheeks burning a little as I shook my head. And to my luck, my stomach growled and she giggled. "Hungry?" I nodded and she hopped out of bed and trotted towards the stairs. "I will make breakfast, ok?" I nodded again and the smiled, heading down the stairs. "You really are a shy pony, I don't mind making you breakfast, the least you could do is speak up." I gulped, getting off the bed, my horn glowing as I made it.

"O..k... Twilight, thank you." I heard her giggle and pots being banged a bit together. I finished with the bed and then walked down the stairs, heading towards a wonderful smell. My mouth watered and I found the kitchen easily, Twilight was there, her horn glowing as everything worked in sync. She looked back and me and smiled as I wiped my mouth then licked my lips.

"Hungry?" I nodded and smiled, my stomach growling like mad. She raised her eyebrow and turned back to her work. "Did you eat a lot?" I sighed and sat down.

"I lived a good life, until I was fifteen, then my money ran out, I had to do any job I could find, live on the streets or the occasional motel. I ate three meals a day, but sometimes nothing at all." She gasped and I saw her shake her head slowly. "Hey, I made it off alright, don't feel bad for me, thanks to you, I am better then ever." I got up and walked beside her. "Could I... have a hug?" She looked at me and nodded. I wrapped my right hoof around her and she pushed into it, nuzzling her cheek into my neck, both her hoofs wrapping around my neck. "Mmm, this is nice." She pulled back and looked me right in the eye,, my cheeks flustered, her eyebrow raised a little.

"Have you ever even hugged a mare before?" I shook my head and she blushed, looking at me.

"I never really spoke to a mare before." She smiled and I blushed, trying to pull back a little when I knocking at the door saved me. "I think I hear somepony at the door, I will get it." She let go and I walked towards the door and opened it, Fluttershy saw me and blushed, hiding her face behind her mane.

"Oh, hi Leon... is Twilight here?" I nodded and motioned for her to come in. "Oh thank you Leon." She was blushing and she stepped lightly inside, trotting over to Twilight. "Hello Twilight, mmm, something smells delicious." Twilight turned around and smiled.

"I'm just making breakfast for me and Leon. What are you up to... Oh my gosh! I completely for got I promised to help you count the baby bunnies! Celestia has assigned a bunch of books to me for the weekend." Fluttershy put her head down, a sad look in her eyes and I felt my heart get heavy.

"Uhh, I could help." She gasped and her wings spread and she jumped at me, throwing her hoofs around my neck.

"Ohh thank you, thank you, thank you!" She nuzzled her cheek into mine and I blushed, sitting down. She pulled back and looked at me, lightly giggling as she saw my red cheeks.

"I will meet you at your house in a bit, I need to get my cloak." My stomach growled and she giggled. "And breakfast." She nodded and turned around, trotting away, her eyes closed, a smile on her muzzle.

"I will see you soon." She stopped at the door, and looked back. "Don't make me wait~" She cooed and giggled as I breathed a little harder and blushed, making her giggle and she left. I turned back to Twilight and she shrugged her shoulders, lightly smiling. I sighed and my horn glowed, my cloak floating over to me and I put it on, tying it me, making it was snug.

"Here you go Leon, your breakfast." I went wide eyed! She made pancakes, some hay, and a hashbrown. I opened my mouth, and it started to water a little, and she giggled, putting my plate on the table. "Eat up, don't keep Fluttershy waiting, or let your breakfast get cold." I shook my head and sat down, digging in and sweet Celestia! It was the most delicious thing I have ever eaten. I ate like I had never eaten before, and Twilight looked at me.

"This is sooo delicious Twilight! Thank you so much" She smiled and shook her head.

"Don't mention it, now, Fluttershy is waiting for you." I nodded and my horn glowed as I put my plate in the sink and headed out the door. I trotted through the town, I still got a couple stares from some ponies, but I paid no mind to them, I had a destination. I soon made it to the pathway to her house, walking a for a couple of minutes before I deemed it safe to take off my cloak, the cool breeze ran over my fur and through my feathers. I spread them a little and flapped a bit, it was a little weird, but if felt right. I tucked them back to my body, still trotting towards Fluttershy's house. I soon arrived and she was prancing around, picking up baby bunnies in her mouth and, man, she looked so adorable. Her eyes big and full of innocence, her long mane curled so perfectly at the ends, and her tail dragged a little bit. She had her wings spread, once she picked one up, she flew over to a little pen and came back for more. I felt a little jealous, she was flying with ease, and I didn't know how to at all. _Flying must feel so, amazing... _I sighed and she jumped into the air, yelping a little bit.

"Oh so sorry I scared you Fluttershy!" I got up and trotted to her as she landed, her cheeks red in embarrassment. I tried to change the subject, get her back in her comfort zone. "Wow, there are so many bunnies." She smiled, her eyes sparkling a little.

"Oh yes, there are so many, and it's my job to count them all. Thank you so much for helping me..." She whispered quietly. "Let's get to work." I nodded and set off, catching bunnies with my mouth, one by one. I don't think she would aprove of magic at all, so I just did it the way she did. It took us a couple hours to get every single one. "Alright, could you count them for me? I need to get... something, if you don't mind that is." I shook my head with a smile and she smiled herself, trotting inside her house. I looked them over, counting them one by one, but... they... wouldn't stop moving! I had and idea, my horn glowed and I closed my eyes, my horn glowing brightly. I opened my eyes, and they all lined up, and I just counted the rows. When I finished and stopped, they all went back to normal, hopping around innocently. I heard her door open and I turned around, she came trotting out smiling.

"One hundred and seventy two." She stopped and looked at me, her mouth open a little.

"Oh my gosh! Really!? That's great." She smiled, closing her eyes and she looked so cute. She walked up to me and reached behind to her back, and when she turned around, she had a bag of bits in her mouth. She motioned for me to take it, moving towards my face and I blushed and leaned down, taking the bits from her, staring deep into her eyes. She pushed a little closer and I felt my heart beat like crazy, picking up the pace. I breathed a little quicker and she noticed it and let go, staring up at me. "There, twenty bits, that should be enough for payment." I pulled back and she closed her eyes, smiling. I put the bag down, and looked at it, feeling guilty, and I looked at her.

"I can't take this." Her eyes shot open and she looked at me.

"What, why?" She got closer and I sat on my rump, shaking my head.

"It's my pleasure to help you Fluttershy, I can't take money from you." She blushed and looked at the bag of bits, before looking back at me.

"Well, at least let me do something for you, please?" She pouted a little, moved closer again and I couldn't resist.

"Ok, well what did you have in mind?" She eeped and blushed, I raised my eyebrow and shook my head. "No! I didn't mean that!" I felt my cheeks get hot, and she giggled, putting her hoof to her lips. "How about we go get some lunch?" She smiled and nodded, my horn glowing as I picked up the bag of bits and attached them to my cloak as I put it on.

"Man, you are lucky, having magic and wings." We started walking back to Ponyville and I sighed when she said that.

"I actuality hate having both, I hid my wings all my life, and I don't know how to fly at all." She gasped and looked at me. "I once thought about cutting them off." My voice was serious and I looked at her and she teared up a little. "But I couldn't, why mutilate myself? My parents wouldn't like that." I looked at her and she had a single tear run down her face. "Sorry, I didn't mean to make you upset. I have thought about a lot of terrible things in my life." I looked at her and sighed. "Don't worry, I haven't thought about anything like that in a long time." She smiled and it made me smile.

"Hey! Fluttershy! Leon!" We both looked up, Rainbow laying on a cloud, hanging a bit over the side, waving her hoof down at us. She hopped down and landed on the ground, my eyes glued to her wings. "See something you like?" She spread her wings and I blushed, and heard a woomphing sound. I looked back, my wings spread, pushing my cloak out of the way, and I retracted them, looking at Fluttershy. She was staring at me, her cheeks pink and her wings spread and I looked at Rainbow, a smile on her face. "Mmm, your wings are really cool. Hey, that reminds me! If you want later, I can teach you to fly if you want?" She retracted her wings and flipped her hair, and I smiled, nodding.

"Sounds like a plan, but me and Fluttershy are going to get lunch." I smiled and Rainbow raised her eyebrow and walked to Fluttershy.

"Can you give us a minute?" I raised my eyebrow and she sighed. "Girl things." I nodded and took a couple steps away, giving them some room, but little did they know, I had really good hearing. My ears twitched, moving towards the direction of the girls. Rainbow put her hoof over Fluttershy's neck and whispered to her. "So what do you think you are doing? Trying to get him all to yourself, huh?"

"Oh no no no, I tried to pay him for helping me count bunnies, but he wouldn't take it. So instead he is taking me out to lunch. He is just being friendly, wait... do you... like him?" Fluttershy was a little harder to hear, her usual whisper was very quiet.

"What!? No! Well, yes, but no, I mean ugg... Listen, just don't try and take him, he likes me, I can just tell." I looked over at Fluttershy and she cowered a little and Rainbow looked over at me before trotting up to me. "So, you guys are getting lunch huh? You mind if I tag along?" She smiled, getting close to me, putting her shoulder on my chest, looking up at me cutely.

"Sure, why not." She smiled and jumped up and started flying, me and Fluttershy walking into the town. I looked down at Fluttershy and she looked up at me, and shook her head lightly, a little smile on her face. We arrived at the cafe I first came to when I arrived. I sat down, Fluttershy sat across from me, and Rainbow sat next to me. I looked at my menu, before I saw something that caught my eye. I looked up at Fluttershy and she looked over at me, a small smile on her muzzle. "Figure out what you want?" She nodded and I looked down at Rainbow, her eyes looking over my body. "How about you?" She jumped a little and blushed, looking at her menu.

"Yea, I am going to have a daffodil and daisy sandwich." I nodded and looked over at Fluttershy.

"And how about you Flutter?" She smiled a little and blushed, looking at her menu.

"I would like a garden salad I think." I nodded again and a waiter came over, a quill and notepad in his magic.

"I would like the tortellini pasta please, and for these two lovely mares, the best garden salad you for the lady across the table." Fluttershy smiled a little and blushed. "And a daffodil and daisy sandwich for the mare next to me." He nodded and he walked off, Fluttershy still staring at me.

"I never know you could be such a gentleman." She smiled a little, blinking a little, her mane covering her left eye. Rainbow elbowed me in the side, and I looked at her. She was blushing a little, those beautiful magenta eyes looking at me.

"Well, that's nice to have, but you had better not be a big softy." She chuckled a little and I took a deep breath. "Sorry, I was just kidding." She looked away and out food arrived, all of us digging in and it was amazing! The girls enjoyed their meal and so did I, we all finished at the same time. I took out the bag of bits Fluttershy gave me and set in on the table. I got up, rolling my shoulders a little.

"Well, I have some things to do, I will catch you guys later!" Fluttershy trotted off and I sighed and looked down at Rainbow.

"So, you want to teach me..." I trailed off and shook my back, she nodded and looked around.

"Yea, lets go to a place I know where we will be alone." She trotted behind me and I followed her to a big open field, far away from Ponyville. We arrived and I looked around, a little nervous as I took off my cloak and spread my wings. She walked around me, looking over my burns, and my wings. "Man, they are so cool." I blushed and flapped them. "So, lets get started, ok?" I nodded and she spread her wings, giving them a good flap. "Alright, so..." We practiced for hours, I pushed my body to the limit as I landed, falling down and panted.

"Lets... stop... for now... ok?" I closed my eyes and laid my head down, I heard her get close to the ground and she landed, putting her hoof on my shoulder. I looked up at her and she smiled a little.

"Yea, you did good Leon, you did good for your first flight." I smiled and looked around, darkness starting to come over the land. "Hmm, seems like it's getting late, you can stay at my house tonight if you want, or try and find your way home." She smirked and I shook my head. "Good, here, lets get going." I nodded and got to my hoofs, a little shaky and she brought me to her house. My jaw hit the floor, she lived in a cloud home, it was big and beautiful. "Yea, it's pretty cool, I built it myself." I slowly nodded, lightly ignoring her. "Anyways, lets get to bed huh?" I looked at her and nodded, and she started flapping her wings and I followed in suit, flying up to her house. We landed and she opened the door and we stepped inside. I looked around and found her couch. "Make yourself at home Leon." I nodded and walked to her couch.

"I will sleep here for the night." I sat on it and it was really comfy." I heard Rainbow walk behind the couch and off down the hallway.

"Ok, I will see you in the morning, night Leon." She walked off and I took off my cloak, laying on her couch.

"Night Rainbow." I sighed and closed my eyes, sleep soon overtaking me.

I woke up cold, shivering, the rain beating down around me. I was sleeping in a small box in an alleyway in downtown Manehattan. I finally lost everything, but always managed to scrape by some how. By doing a odd job, or finding a small bag of bits on the ground. I was only fifteen, but hardened, living on my own was tough, almost everyday I cried myself to sleep, missing the soothing cooing of my mothers voice, her hoof running over my side. I saw a loud lighting flash, soon followed by a huge boom of thunder. "Ahh!" I gasped and felt scared, clutching my cloak I wore to my body, holding it like a blanket. I breathed a little heavier as I felt a tear leave my eye, alone and scared, in a thunder storm. I did not want to live in this box anymore, ,I got up, my cloak tied to my back and I headed out, in the pouring rain. It looked like the streets were flooded it was raining that hard. I walked on the sidewalk alone, soaked to the bone, shivering lightly from the cold as a strong gust of wind nipped my coat. I looked around, everypony's windows closed, all of them inside, warm and with their family's. I was so soaked, I couldn't even tell if I was crying at all as I peered inside a window, a little white colt playing with his mom and dad. I shook my head and walked away, looking for anywhere better then that old box I had. Another flash of lighting made me jump, my hoof stepping wrong and I felt a small crack, my hoof not taking any weight as it hurt and I crashed to my shoulder, my head hitting the ground. I yelped and groaned as I hit the ground, pain filling my leg and my as I laid there, in the cold wet streets. I felt a tugging at my cloak and looked at the figure, a blurry mess in my vision, it's horn glowing as I closed my eyes and took a deep breath.

I felt something move on me, I was a little groggy and rolled over when I felt a hoof on my hip. I felt a warm wet sensation near my... My eyes shot open, there was Rainbow Dash sitting on the floor, leaning over my crotch, her tongue running over my sheath, tickling my cock head. "Rainbow!?" She looked at me and grinned.

"Hey cutie. 'Bout time you woke up" She leaned down, taking my soft cock head into her mouth and I gasped, blood flowing to it as I squirmed and tried to push her off, only making her moan and swirl her tongue around it. "Mmm." She pulled back, my cock getting hard, her hoofs jerking me off a little. "Ooo I wonder how big you are." I tried to flip over, my cheeks flustered but she pushed down. "A little fighter huh? Well, how would you like to sink that big juicy cock into my tight little hole." She got up, straddling me, my semi hard cock at her entrance and she pushed down, my cock head just sinking a little inside her.

"What are you doing?!" I tried to get away, but she pushed a little deeper and I stopped as she pinned my hoofs above my head.

"Duhh, were going to have a little sexy time, you will love it, besides, mmm." She pulled up and sunk back down. "You are sooo big~" She giggled and I sat up, pushing her hoofs off mine and threw her to the floor. "Hey! What's the big idea?!" I spayed my ears to my head, covering my cock with my cloak. "What are you a... You are aren't you?"

"RAINBOW!" We both looked at the door and Fluttershy was there, her teeth gritted as she looked at Rainbow Dash. "You want me to stay away from him so you can, rape him?!" Rainbow rolled her eyes and crossed her hoofs.

"Hey, it's not rape if he likes it." Fluttershy marched right up to her, standing a little over her.

"Look at him! Hasn't he gone through enough?!" Fluttershy was yelling, very much unlike her usual personality. I just tried to hid under my cloak, and Rainbow looked at me, a guilty expression coming over her. "We, are, leaving. Come on Leon, let's leave her to her thoughts." She came over to me and pushed me towards the door, Rainbow just sitting there, looking at us. Fluttershy looked back at her once more. "And if you ever try this again, you will be sorry." We left and flew towards Fluttershy's house, not a word was spoken between us until we were almost there. "Why didn't you stop her sooner?" I blushed and didn't say a word. It felt really good, but I barely knew her. She looked over at me and I glanced at her, then darted my eyes away. I felt her hoof on my shoulder. "I know if felt, well... umm... good. But that doesn't give anypony the right to do that to you." I nodded and she blushed.

"Sorry you had to see me... so exposed. I pushed her off me, but then you came in." She was red, not looking at me. "Uhh yea, anyways thanks." She looked at me and we landed at her house.

"Don't mention it." I looked at her and shook my head, ,there was no way I could just not do anything for her . She prevented me from being taken advantage of.

"I owe you so much, what can I do to repay you?" She giggled and blushed, her eyes darting to the ground.

"Well, my bed is pretty big and empty, you could stay with me, I won't try anything." She blushed, looking up at me and I did the same. Those innocent cyan eyes looked at me with wanting. She walked up to her house, and I followed, walking into the dark empty house. My horn lit up and allowed enough light for us to see. "Thanks." She turned back and smiled cutely, she was just so adroable. I followed her up her stairs and into her bed room, she walked to one side of the bed and I got into the other. I just laid there, keeping to myself for a couple minutes when I heard her speak out into the darkness. "I'm pretty cold..." Her voice was a light whisper, and I felt my heart race as I gulped. I felt her hoof slowly edge towards mine and touch it lightly, rubbing it a little. "Just come a little closer..." She cooed out, her voice sent shivers down my spine. I got a little closer and she moved her hoof across my body, reaching for my left hoof. "A little more..." I scooted and I felt her back, ,her hoof wrapping around mine. "Now roll over..." I did that, and she laid my hoof over her, snuggling back into me. "Mmm, there you go." I sighed a little, her warm body felt good against me, her cute way of cuddling with me was a little heart fluttering. "Sweet dreams Leon." I felt her wiggle a little and she took a deep breath, before leaning back with her head and pecked me on the cheek. My heart skipped a beat, and I breathed quicker to. "I love cuddling, thank you." She said quickly and quietly. I smiled little and nuzzled her neck, her mane flowing over my face, it smelled like light strawberries. I ran my hoof over her side and felt sleep quickly take me over.

I opened my eyes, laying in a bed, by myself. I didn't know where I was and I sat up, looking around when I became aware of a dull pain in my hoof. It was wrapped up, but not like a big cast, I think I just fractured it. I laid back again, licking my lips, a light taste of berries on it. _Wha? _I paid no mind to it as I listened, the door opening a little and I jumped. "Do you mind if I come in?" I shook my head and in walked a mare, she was white, her mane was blue and black, cut short. She looked at me and I saw my cloak hanging on a coat rack and I sunk a little into the bed. "Don't worry, I won't tell anypony ok?" I looked back at her and she walked up towards the bed. "My name is lynn, what's yours?" I looked at her and licked my lips.

"Leon." She looked at me, she seemed to be about eighteen

"That's a nice name, what were you doing out in that storm? Shouldn't you be home?" I shook my head, tearing up a little bit.

"I don't have a home." I felt her hoof on mine and looked at her, a light smile on her face.

"You can stay here as long as you need, ok?" I smiled, and nodded when she got up and trotted towards the door. "Try and get some sleep ok?" I closed my eyes and laid back, sleep overcoming my body and mind as the room spun a little and I fell asleep.


	3. Breaking Out

I awoke from my dream, in a little half asleep, half awake state. I felt Fluttershy next to me, my hips rolling forward lightly and it felt good. "Ooo, he's soo big." She whispered and I felt her breathing on my neck, my... _Uh oh. _I stopped and opened my eyes, looking down, my cock was rock hard, rubbing against her belly and I recoiled back, but a hoof around my arm stopped me. "Shh shh shh, it's ok... you can keep going if you want." I was a little dazed, reason not really there, and I looked at her, my hips moving on their own. "There you go..." Her voice made my cock twitch, and she lightly giggled, my cock was almost painfully hard when she looked down at it. "You're leaking... Let me help." She leaned down and I gasped as she licked my cock head, tasting my pre and my cock twitched. She slowly pushed down a little, taking the head into her mouth, her tongue swirling around it.

"Ahh." I gasped and thrusted my hips a little, my cock going a bit deeper into her mouth. "Why are you doing this..." I asked, not really wanting to stop, but, to my dismay, she pulled up and licked her lips, looking at me.

"If you don't like it I can stop." She looked at me and I blushed, my cock twitching lightly.

"No..." I whispered and closed my eyes a little, she giggled and licked my cock head.

"I didn't quite catch that." I slowly moved my hoof to her head, lightly stroking her mane.

"Please don't stop Fluttershy." I pushed my hips forward, my cock slowly entering her mouth, her tongue going to work, licking all over it, wiggling around my slit. She smiled around my cock head, and I closed my eyes as she moaned, sending vibrations deep in my cock. I felt something weird happening, but she didn't stop. "Something is about to happen..." I felt my cock twitch and she pulled back.

"Let it go... give momma Fluttershy all you got." She took my head in again and she started sucking hard, and I couldn't stop, my cock twitching like mad as I felt something shoot out and into her mouth. She moaned and stopped moving, a powerful tingly feeling running up my spine.

"Ahhh!" I squirmed and she lightly rubbed her hoof on my chest, calming me a little and I let it all go. I opened my eyes, a little white coming around her lips and running down my cock as she swallowed. I relaxed, going a little limp, panting a little. I closed my eyes. _That felt amazing... _She pulled back and I opened my eyes a little, she licked her lips, licking something white off her lips. "W... What was that?" She looked at me, a little shocked.

"You never..." She blushed. "Touched yourself?" I felt my cheeks get warm, and I shook my head. "So that was your first orgasm... Mmm, no wonder you had so much." I blushed, and looked at her, my lips lightly spread. She looked at them, then glanced back up into my eyes, her breath on my lips as she inched closer. I felt my heart beat faster, my breathing getting a little shallower as she inched closer, looking at my lips. "Do you..." I pulled back, wanting to save my first kiss for the one I loved and she eeped and pulled back, blushing as she looked away.

I couldn't look away from her eyes and she adverted hers, glancing at me from the side. "Sorry, your eyes are so beautiful." She eeped a little and blushed, not looking at me, her cheeks flustered. I ran my hoof over her side, smiling a little. She closed her eyes, slowly snuggling towards me, her nose rubbing into my chest. She sighed and I laid my head on hers a little, just resting my chin on her, my hoof running over her side.

"That feels good..." She nuzzled her head into me, and I chuckled, pulling her close to me and we laid there, enjoying the closeness of being next to the other.

"Fluttershy..." Rainbow's stern voice made us both jump and I rolled off the bed. Rainbow walked in, a little angry as she looked at me and Fluttershy. "What are you..." She sniffed the air, and I did the same, a scent hung in it and I knew we were caught. "Fluttershy! You are such a hypocrite!" Rainbow gritted her teeth and walked up to Fluttershy and stomped the floor a little. "You take him away from me, just so you could have him?" Fluttershy looked scared, tears welling up in her eyes.

"No! I swear, we didn't... go all the way..." She was clearly embarrassed, her cheeks red.

"Then what did you do?" Fluttershy looked away, and I felt a little scared. "Tell me!" I got to my hoofs and stepped in front of her, tears welling up in my eyes as I looked Rainbow in her eyes.

"Stop please!" Rainbow pushed me out of the way, and Fluttershy gasped and tried to come to me when Rainbow grabbed her, pulling her close.

"Tell me now!" I felt so confused, I was mad, scared, and mixed up. Fluttershy tried weakly to get her arm out of Rainbows grasp, tears falling down her face and off her muzzle. "You are a sneaky, hypocritical, lying..." I broke down, silencing her from finishing her sentence, they both looked at me.

"Stop..." I managed to gargle, looking at the two mares, Rainbow looked at Fluttershy and let go, putting her hoof back on the floor and she looked down. My horn glowed and I tied my cloak onto myself.

"Leon... Fluttershy... I'm..." I turned around and ran out the door, galloping down the stairs and out the front door. I made it outside, and I ran down the path. I ran for a couple minutes before... "Leon!" I heard Rainbow call for me and I stopped, catching my breath. I heard her flying and she landed, somepony else landing beside her. "Look, I'm sorry... to the both of you..." I turned around, and she gasped as she looked at me, tears were running down my face, dripping off my muzzle. "Oh buck... Your... crying..."

"Why, over me?..." She stepped closer and put her hoof towards me, and I pushed it away, turning around and taking off again. I put my hood over my face, just enough that I could see where I was going. I soon arrived at the library, shouldering the door open, and I heard Twilight gasp.

"Leon! What happened!" I ran up to her and hugged her, her hoof pulling my hood down and started to caress my mane. "Shh shh... It's ok, come here, lay down and tell me what happened." She helped me up to her bed, laying me down on it and I took a deep breath, nuzzling my muzzle into her chest. I felt my mind fog up and I looked at Twilight, she had a caring look on her and her horn was glowing. "Sleep, everything will be fine..." She cooed and I smiled as I nuzzled into her, closing my eyes.

I opened my eyes, the room, simple, but different. It was a little familiar, but I have never seen it before. I sat up, looking around, a nice smell filling my nose and I felt my stomach growl as the door opened. I saw the mare from earlier, her black and blue hair stood out to me, her coat was white like mine, her purple eyes made me smile. _Lynn, that's her name. _She had a tray on her back and she smiled when she seen me, but something was up with me, her look said it all. "Hey, how are you feeling." She didn't look me in the eyes as she walked over, setting the tray on my lap. "I made you breakfast." Something was definitively up.

"Uhh I can see that."I scratched the back of my head with my hoof and she gasped, blushing and looked into my eyes.

"Oh my gosh, I'm sorry... I thought you were..." My icy blue eyes made a lot of ponies think I was blind, but I shook my head.

"No, that's just the colour of my eyes... after an accident." I took a staggered deep breath, she had a sad look on her face.

"You want to..." I looked at her, a serious expression on my face as I looked at her, those light purple eyes seemed... familiar.

"No..." I said a little sternly, and she was a bit taken back, making me feel like shit. "Sorry..." I felt her hoof on my arm and she smiled at me, those eyes sparkling.

"Don't worry, but I will be here to talk to you about it if you need it." She got up and walked towards the door, leaving me alone and when she reached the door I stopped her.

"Lynn..." She stopped, not turning around and I took a deep breath. "Thank you..." I saw her smile, and she walked out, leaving me to eat by myself, closing my eyes and savouring the taste of a nice home made meal.

I felt a hoof rubbing over my back, gently touching me and I heard voices. "You two should be ashamed of the way you have been acting, he has gone through a lot, and doesn't need two mares fighting over him. And that's no way to treat your friends either." Twilight was gently touching my side and I snuggled closer to her her touch was comforting, sending tingling feelings up my spine.

"I'm sorry Fluttershy, but he is just so..." She started, and to my surprise...

"Attractive..." Fluttershy finished, and I nuzzled Twilight a little more, a light blush on my face.

"Yea, he is, isn't he... but that doesn't give you the right to do that Rainbow... At least Fluttershy asked if he wanted to stop... you just wanted him to please yourself." Rainbow sighed and I heard hoof steps coming over to me and she sat on the bed, her hoof running over my wings, they must of took off my cloak.

"I know, but just so you know, he is really big." I blushed hard, but kept my breathing under control, keeping up the fake sleep, Fluttershy and Twilight giggling a little.

"Aww, hes blushing, I wonder what he is dreaming about?" Fluttershy's quiet voice made me smile, my wings extending from Rainbow's touch.

"I don't know, he has sensitive wings huh?... Ohh..." Twilight trailed off as I felt my loins get hard, my cock starting to get a little hard. "Come on Rainbow, don't embarrass him." Rainbow removed her hoof, my wing staying extended and I just laid there, Rainbow running her hoof down my back, sending tingles up my back.

"So Twilight, do you... like him?" Rainbow's voice had a little teasing tone to it and I felt Twilight's hoof stop a little.

"O- of course, who doesn't like him." She stuttered a little and she restarted her motions on me, making me wrap my hoof around her, holding her close.

"Oh no, no, no... I mean, 'like' like him." She was lightly laughing, Twilight I think was really embarrassed.

"Umm..." She trailed off, her heart beating a little quicker, her hoof running up to my mane, ruffling my hair. "Yes..." She lightly said. "I really like him, he is really smart and caring."

"Haha! I knew it! How did you manage to control yourself when you slept in bed with him." Rainbow prodded, and Twilight sighed, her hoof running over my cheek.

"I didn't..." I heard Fluttershy gasp, Rainbow stuttering for words. "When I brought him home, he looked so vulnerable, I pleasured myself for a bit but it wasn't enough, I straddle him, rubbing my, you know, against his privates." I felt my cock get hard, but she covered me with a blanket, making sure to cover my stallion-hood. _Why can't I control it... _"Well, anyways, I think you two have learned something. Now, let him sleep." I heard hoof steps leave the room and the door closed. My cock went soft, going back into my sheath and I felt Twilight try to move. I grabbed her tighter, rubbing my cheek into her coat, it smelled of lavender.

"Please don't go..." I whispered and she giggled, rubbing her hoof through my hair. I lightly hummed in my throat, really enjoying the feeling of cuddling with her, her hoof running gently in my hair.

"You like cuddling?" She lightly said, wiggling closer to me as my hoof wrapped tightly around her mid section, her chin on my head as she took a deep breath.

"Yea..." I looked at her and she had her eyes closed, a small smile on her face. "How about you?" She blushed, not opening her eyes and I lightly chuckled. "So, was all that true?" She opened her eyes and looked at me, her face flustered.

"You... heard?" I nodded and she looked guilty. "Sorry... I just don't know what came over me..." I put my hoof on her lips, smiling a little.

"It's natural, everypony has urges." She lightly looked up, a cute smile on her muzzle as she got a little closer. I blushed, idly licking my lips, my piercing tracing over them. She looked at it and shifted a little closer, her lips lightly spread and I tried to pull back, but I was lost in her eyes. Thankfully for me, my stomach growled and she snapped back, blushing and she pulled back.

"Hungy?" I nodded and she got off her bed, I followed and we went down stairs to the kitchen. _Why was she so forward with me? She defiantly wanted to kiss... _"You ok Leon?" I shook my head, looking at Twilight, she had a concerned look on her face and I nodded slowly.

"Yea... just thinking..." She turned her attention back to making breakfast, sighing as she did so.

"If you want to know why I was so forward, have you seen many stallions in Ponyville?" She glanced over at me and I thought about it. _Hmm, I really haven't. _"I thought so... Anyways, since there are so many mares, and not enough stallions, some create herds." I blushed, remembering what that meant from school. "But most don't like that, so stallions that are single, are very prized. Once ponies know you are, they will all be trying to woo you, I guarantee it." Just as she said that, the door opened and Rarity trotted in.

"Good morning Leon~ Twilight." She was looking at my cloak hanging by the door. "Oh heavens! You are still wearing that raggedy old thing?" I rubbed the back of my head, nodding a little and she trotted to me, putting her hoof on my upper arm. "Come by my Boutique later, I will weave you a new one." She gently rubbed her hoof up and down, feeling the muscles beneath my skin.

"O- ok miss Rarity." She giggled and leaned a little closer, pecking me on the cheek a little.

"Rarity is fine handsome." And with that, she left, leaving me confused and Twilight sighed.

"See, I told you..." She rolled her eyes and I gulped, Twilight using her magic to bring my plate over to the table and I ate slowly, lost in thought when I realized I finished, Twilight was already reading at her desk, her hoofs tucked to herself. I brought my plate to the sink and walked to the door, tying my cloak to me and I headed out the door.

The bright sunny day was nice, a little hot under the cloak but good none-the-less. I trotted towards Rarity's Boutique, remembering back to when I explored the town a little and I quickly found it, walking up and knocking on the door. "Come on in dear, the door is open." Her voice called out from inside, and I walked it, she was lighting a couple candles, their scent filling my lungs as I took a deep breath. I closed the door and she trotted up to me, taking my cloak off with her magic. "Come in, come in, everything will be fine." She noticed my nervousness as she looked over my wings. "Could I... see them?" She looked at me, those blue eyes staring back at me, making me feel a little uneasy. I nodded and spread them, her cheeks a little pink as she looked at me and I closed them out of embarrassment.

"Cou- could we get onto making the new cloak?" I said nervously and she nodded, trotting over to fabrics and threads, her horn glowing as everything worked in harmony with the other, a measuring tape going around me and she hummed, looking at me.

"So... how are you enjoying your time here so far?" She looked at me, going around to my back side, measuring my flanks, the tape lightly touching my sheath, making me gasp and quiver. She didn't say anything, bending down a bit as she eyes my legs, and I think somewhere else.

"I... I am really enjoying it here." I blushed and moved away, looking at her a little nervously. "Could you please just make my cloak..." She was a bit taken back, looking me in the eye.

"Am I doing it wrong? Do I not turn you on?" She was about to cry and I felt kinda bad, making her feel like this. I shook my head, looking around, not at her.

"No, I... I..." I felt her hoof trail down my body, and I froze, looking straight ahead as she neared my privates. I pulled back, huddling down a little. "Please don't." She sighed, putting her hoof on my cheek.

"You will be mine. Come on, it will feel really good, I promise." I blushed and shook my head, my cloak finishing in her magic as she pouted, trying to corner me a little.

"Stop!" I looked at her and she took a step back, looking at me. "I don't want to do anything like that... I barely know you Rarity! Have some self control!" I yelled at her, making her sniffle and she started crying her eyes out as she covered them with her hoofs. I just stood there, tearing up as I put my old cloak on and I ran out her door.

"Leon wait!" She called out but I didn't stop, heading towards the library. I burst in, tears running down my muzzle as I ran past Twilight and ran towards her spare room, closing it behind me and I locked the door, curling up near the door.

"Leon! What happened?" I heard Twilight's voice call from the other side of my door, but I didn't want to talk to anypony.

"Leave me alone! You are all a bunch of sex crazy whores!" I froze, hearing her gasp, a light crying coming from the other side of the door. _Oh my god... Did I really just bucking say that. _I got up and opened the door. "Twilight! I didn't mean..." The front door to the library slamming shut as I sat on my rump. "I buck everything up!" I went back into the room, anger filling me as I looked around the room and I kicked a old side table, it broke under my hoof easily and I flipped a old matres, punching the frame and it dented, pain shooting up my arm and I smashed a mirror with my head, glass cutting my face a little as I wanted to kill myself. I always bucked everything up, the one pony who would take care of me, I called her a whore. I pulled back, looking at my reflection in the broken glass, blood coming from a cut in my forehead. I looked at a nice, sharp piece, picking it up with my hoof and I saw it reflect in the light. I moved it to my neck. "I will be with you soon mom and dad..." I closed my eyes and I was about to dig that glass into my neck.

"Leon! How dare... NO!" I turned around and saw Applejack run at me and I tried to shove that piece into my neck but she smacked it and tackled me. I pushed her off, making her flip off me. "Stop!" I flipped over and grabbed another piece, blood running off my nose as I pushed the piece to my forearm, blood coming out but she kicked it, pulling me away from the broken glass.

"Leave me alone! If I want to kill myself, that's my problem! I always buck everything up, the one mare who took care of me, I called her a whore..." I cried, tears running down my face, her hoofs pinning mine above me.

"Calm down sugarcube, I will get you help." She tried to reason with me, but I was ashamed in myself to much, I finally lost everything, my parents, my friends, and the closest mare to me.

"NO! I just want to die! I deserve it! I lost everything, I can't bucking take it anymore!" My horn glowed as a surge went through me. She got thrown off, landing with a thud as I picked up a piece, and dug it into my neck, slicing the front of it... Or did I?... I looked at my hoof, no pain, and no blood. I looked at Applejack, she was on the brink of tears, her jaw wide open. I was breathing heavily, my mind swirling and I dropped the glass, falling back as I felt drained, my horn no longer glowing as I went a little limp. I felt my eye lids get heavy, sleep drifted over me as I blinked sleepily while looking at Applejack. She came over to me and hugged me, gently petting my head with her hoof.

"Don't you worry, we will get you help sugarcube." Tears welled up in my eyes and they soon started to fall, running down my face. I called all them whores, but she was willing to help me... I closed my eyes, my mind swimming in mangled memories, before I soon passed out.

Darkness, that was all I could see as I awoke, my chest lightly falling in turn with my breaths. A light beeping in the background was dull, monotone, but there. I felt a dull pain in my forehead. I whimpered as I tried to move, my hoofs strapped down as I pulled at the restraints. "Easy Leon..." A light voice said, but I couldn't see anything. I was a little scared and I started to breathe heavily, jerking my body, trying to escape when I felt a light touch on my chest. "It's ok... were not going to hurt you." That voice, I heard it before and I looked around, seeing an outline in the darkness.

"Fluttershy?" I spoke softly, worriedly as I hoped on my life, it was her. I felt the hoof rub my chest, and I teared up.

"Yes... It's me Leon..." I wanted to hold her, but I was strapped down, helpless. She turned on the lamp next to the bed, illuminating us and the bed. I was completely tied down, the walls around me were, cushion. I felt scared, and I looked at her, my expression must of made her sad as she looked away a bit.

"Where am I?" She bit her bottom lip, not wanting to tell me, and I teared up, making her sigh.

"Well... you're in a mental... institution..." I was shocked, she teared up a bit as I broke down. "Hey now, it's ok..." She tried to comfort me, but I was devastated.

"Am I bucking insane?!" My shoulders heaved, and I felt her hoof on my arm, slowly running up and down, trying to make me feel better.

"No, your not. It's for you own good, why did you try to kill yourself?" She inquired and I calmed down a bit as I looked over at her.

"I called you all... sex crazy whores... I bucked up my relationships with all of you, especially Twilight... I lost everything, my parents, and my friends. I keep having these uncontrollable flashback and I just want to die." She was shocked, sadness filled her look, with a hint of anger. "I sorry... I'm so sorry! I really didn't mean it... I was just pushed to the edge, and went over..." I wanted to roll over, but I couldn't, I felt like crap. I looked at her and she raised her hoof up and I cringed, awaiting it to hit me, like I was used to. But instead, it lightly touched my cheek, and I looked at her, a sad look on her face, one of understanding.

"I know you didn't mean that... You are going through a lot. I also heard what Rarity tried, and I feel bad for you... She shouldn't of done that, and neither should of Rainbow." I heard a knocking then a voice.

"Visiting time is up for you miss Fluttershy... Tests will begin in a half hour." She sighed and I felt scared.

"Tests!? No! Please don't let them hurt me Fluttershy!" I shook, again trying in vain to get out of the restraints. She just got up and I shook harder, a couple tears running down her face. "Wait! Don't go! What are they going to do to me?!" I was scared and I looked at her, she stopped at the door.

"Bye Leon..." She was crying and that didn't help my situation as I fought with all my strength when I got shocked, my body convulsing a little and I fell limp, the shocks stopping. "Try and cooperate, it will be easier on you..." I looked over and she was almost bawling, before she left. _No... _I heard the door close, locks being turned and I cried, alone and about to be tested.

"You have another guest, you're lucky, most don't get that much time for visitors." The voice said again and the door opened and in walked... Twilight. She had been crying a bunch, her eyes a little red, I looked away, and she came closer sitting down and we sat in silence for about a minute.

"So..." She tried to break the ice but I was so ashamed about what I said that I didn't even move. "Leon... I know you didn't mean what you said. I heard what Rarity and Rainbow did, and..." She trailed off and put her hoof on my arm. I so desperately wanted to hug her, but I couldn't move.

"Twilight... I'm sorry... I...I..." I looked over at her and she was looking at me with such understanding and comforting. "I love you..." She was shocked, and I felt my heart beat a thousand time a minute, I really liked her, she was there by my side from the beginning, either by Celestia's orders or her own want, I wanted to let her know I was glad she was there. She looked at me, and she licked her lips and swallowed.

"I love you too..." I smiled, for the first time in a while as she got a bit closer, the world around me being cut out as she leaned closer.

"Don't move any closer miss Sparkle!" The voice on the intercom was dull, my attention on her lips as she closer her eyes and our lips almost touched, her breath on my face as I closed my eyes and awaited my first kiss. She yelped, my eyes shot open to two stallions pulling her away and out the door. I gasped and shook the table, they weren't being that gentle with her.

"If you hurt her! I will kill you both!" I yelled, the shock coming through me as I still struggled, not caring as I struggled. "I swear! If you hurt her! I bucking will!" I screamed as they turned up the voltage, my muscles convulsing uncontrollably as I spasmed and soon fell limp and blacked out.

It was night, I tied my cloak to me. Lynn was sleeping beside me, I had terrible dreams when I was here, I couldn't explain it but they were horrible. My parent's death played over and over, every single night. I looked at her, she had a little smile on her muzzle, a look of content. She did so much for me, my hoof just recently healed but I had to leave. I left the last of my bits for her help, I had to leave something. I walked to the door, stopping momentarily as I thought about it for a second, glancing back at her but I sighed and left, walking the hallway and out the front door into the cold fall night. I shivered, the cool air nipping at my hide. A ponies coat is very thin, and this cloak didn't cover my whole body, but I started walking, my brain telling me to leave, but my heart wanted to stay, I was torn. But I pressed on, walking the cold dark streets as I headed out of the town.

"Subject number, three, five, seven, two... Uncontrollable flashbacks... attempts to commit self harm... one. Attempts of killing another... two." I opened my eyes, a stallion looking down at me, a nurse as well. I blinked and he moved a coloured stick in front of my eyes, they followed it and he turned to the nurse. "He seems to be responsive, that's impressive, eleven-thousand volts. And he seems to be completely fine." I felt scared. _What do they want from me? _The nurse must of saw my expression and she smiled, her hoof lightly rubbing my arm.

"Don't worry Leon, these tests wont hurt a lot." I felt my heart beat faster, the doctor pulling out a large needle, and I looked at her, that fake smile on her face, made me even more scared. The doctor put the needle near my arm and I tried to use my magic, but they put a magic blocker on my horn.

"NO!" I yelled and he pulled back, I jerked and twisted and I felt a little give, pulling harder. He pushed me down and looked at the nurse.

"Sedate him!" She nodded and I struggled harder, she put a needle in my arm, pushing it's contents in me as I stopped a bit, not wanting it to break off in me. I whimpered and she touched my chest, shushing me as I felt sleepy. I shook my head, and my vision blurred, I was getting weaker. I looked at the stallion and I gritted my teeth, trying to stay awake.

"You are a sick bastard and I swear I will ki..." I trailed off as I went limp and passed out.

"Wakey wakey Leon..." A voice said, it was light, calm but serious. I groaned and slowly opened my eyes, looking at a dark coloured mare. She was... an alicorn as well?! I blinked and shook my head, wondering if my mind was playing tricks on me, but she was still there, a true friendly smile on her muzzle as she looked at me. She was taller then most ponies, around my height, her flowing dark mane looked like the opposite of Celestia's. Her cutie mark was a crescent moon on a dark blue background. She had her hoof on my arm, she was wearing little slippers it seemed. Her coat was a dark sapphire blue, and her moderate cyan eyes looked at me with a comforting look. I looked at myself, and I didn't see anything done, I let out a deep sigh of relief. I notice I was still strapped down, and I lightly pulled at them, her hoof on my arm made me stop.

"Please don't struggle... It irritates the doctors..." She didn't sound very convincing, I looked at her and my angry expression must of scared her.

"I don't care, this place is sick. What do you want from me? Just... Let... me ... go." She sighed, looking deep into my eyes.

"This is for your own good Leon..." She looked sad, a light banging at the door and she looked at it and bit her lip. "Sorry, but I must go." She looked at me and smiled. "Please be easy on yourself." She left, and I was left alone. A see through wall came up, blocking me from the door and it opened and Twilight walked inside, a sad look on her face.

"And don't try anything this time." That voice said again. I looked at her, she didn't look roughed up so I relaxed a little.

"Leon... I have to show you something... you deserve to know." I felt a weird feeling come up in my chest, and I looked at her. She sighed and her horn glowed and a white light blinded me a bit as I closed my eyes.

"We warned you miss Sparkle!" The light stopped and I looked at Twilight... She... had wings? I was speechless and the door opened. She pressed herself against the glass and looked at me.

"I'm just like you... you aren't alone Leon." She kissed the glass, her lips leaving marks on it as the stallions tried to pry her away, but she jerked a little, before one of them smacked her across the face.

"Twilight!" I felt a surge, pulling at my restraints and I felt some snap, I pulled harder and I broke free, rolling off and falling to the floor. An alarm went off, and I got to my hoofs, my horn glowing and the device keeping my magic from working blew up. I turned around and kicked the glass, breaking it and I kicked the stallion that slapped her hard in the mouth, knocking him out as the other ran out the door. Twilight was on the ground, curled up and crying. I held her, she wrapped her hoofs around my neck and she pulled her lips to mine, my first kiss. Her lips moved to mine, they passionately moved and I returned it, moving mine to hers as I got lost in the moment. I soon felt her tongue on my lips and I opened my mouth instinctively, her tongue driving into my mouth and our tongues intertwined, dancing together as I tilted my head, allowing better access to the both of us. Somepony grabbed me, hauling me off her and she gasped.

"NO!" I wiggled free, getting in front of her, my wings spreading and my horn glowed, the brown stallion standing back as I stood over Twilight. She grabbed my leg, and I looked at the stallion, more coming down the hallway as I lifted him with my magic and threw him to the wall. I lifted Twilight onto my back, she wrapped her hoofs around my back and I took off down the hallway, the guards taking a stance and my horn glowed and a white light filled my vision. I teleported behind them, taking off again and I ran as quickly as my hoofs could carry me.

"Don't worry Twilight, we will be safe soon." She nodded on me and I saw a sign that said exit. I smirked and took off, reaching the doors when I stopped, turning to my left. That mare... She was crying, looking at me and Twilight. I heard voices and hoof steps coming up behind me. "Who... are you?" She looked behind me, before looking at Twilight, sighing as she got behind me.

"Go, I will hold them off... get her to safety Leon and I will explain everything later." I nodded and ran out the door. The light was bright, and I looked at my surroundings, before I looked at Twilight and closed my eyes as my horn glowed. The white flash happened, and I opened my eyes, we were back in the library, Twilight getting off my back.

"Holy guacamole! Twilight! And..." I saw a small purple and green dragon take a couple steps back from me and he looked at Twilight. "He's dangerous Twilight! You know what Celestia said!" I felt heart broken, the so called 'motherly' figure to me... said I was dangerous. Twilight took a step forward, looking back at me, tears falling down her face.

"I don't care Spike... I love him. He is the kindest stallion I have ever met." I was confused, how was I dangerous to others? I had never hurt anypony... right? I looked at her, my confused look made her sigh. "I will explain everything..." After about an hour, and a nice refreshing tea, we finished and I knew... When I blacked out... having those memories... I got violent. I almost chocked Fluttershy to death, that was why they strapped me down in the hospital, and most recently... I...I... I brought Twilight to the bathroom, pulling her by her hair, and I almost drowned her in the tub.

"I'm... A monster..." I hurt her, my first love... I almost killed her. I felt her hoof on my shoulder and she looked at me.

"You weren't yourself, your dark side came out, I forgive you..." She was too kind... I looked at her, making up my mind.

"Twilight..." I was blushing, and she slowly nodded, my heart racing, I had to ask her... "Will you be..." Her eyes went wide, her cheeks pink and a look of wanting in those intelligent lavender eyes. "My special somepony?" I said quietly, almost a whisper and she teared up, from happiness, a single tear running down her face and she smiled while nodding.

"Yes... I will Leon... Always and forever." I wrapped my hoofs around her for a hug, but she wanted something else and pressed her lips to mine, sharing a gentle kiss, brief but meaningful as she tilted her head to the side a little, time seemed to stop. A loud burping in the background snapped us out of our little world and I looked over at Spike, he had a scroll in hand and passed it to Twilight. She opened it, reading before dropping it and she looked like she had just been stabbed. I picked up the scroll and I did the same.

_Dear Twilight Sparkle, my student._

_I will find him, you cannot hide him. He is a danger to us all, why do you think I had you send reports on him? He acted out to much, almost killed a couple guards and is now out there in the world. You will be taken to Canterlot, tried and thrown in prison if you do not give him up, and he won't join you. I'm sorry Twilight, but this has to happen, he is to dangerous to Equestria and I will not allow my subjects to be in harm if I can prevent it. His death will be quick and painless, I will assure you this. And if you are reading this Leon, she doesn't love you, it was all part of my plan to get information on you, since you skipped town and all my watchers didn't follow you. Do it for your parents, you will join them soon, make it easy on yourself. I will get you, I'm sorry. Princess Celestia._

I was shocked and I looked at Twilight, she was crying and shaking her head. "She's lying Leon, I love you... with all my heart." I was mixed up, and I dropped the letter, tears falling down my face. I felt her hoof wrap around my neck and she got closer. "I won't ever give you up to her, I will stand strong by your side, always, and forever." I looked at her and wrapped my hoofs around her, holding her close as she made her choice to stay by me and protect me as best she could.

"What do we do know?" I had no clue and she sighed, pulling back and looking at me, a serious expression on her face as she had a plan already in her mind.

"We fake our own deaths."

**Cliffhanger! Thanks for reading and sticking by in my week break. I was debating on if I should keep this story going or not. It was not that popular, but I said fuck it! I like it and I have a nice plot to this story, one that I plan on finishing. A New Start will be up every week, and this one when I finish the chapters as it is not a big enough story to skip my main one every week. Be sure to review and I always take requests!**

**Answering guest reviews:**

"**Wants to help" As most don't know, you can't link things (that I know of) in reviews. This will be rated M for a reason, mostly language and themes. I am toning down on the sex parts in this one, but they will still be there.**

"**Non owner of Fic" Umm... what? I had already written the beginning and had plans for the rest of it.**

"**Fanoffic" Well now, thanks for the idea, I put it in there and I have plans for it, thanks!**


	4. Freedom Again

My jaw dropped at I looked at her, a serious look on her face as she looked at me. Her eyes were filled with wanting as she stepped closer to me. "I'm serious Leon, she wants you either dead, or strapped to a table, which do you want." She was on the verge of tears, her shoulders heaving a little as she looked at me. I put my hoof on her cheek, letting her nuzzle it as she looked at it, glancing up at me.

"Twilight, I love you... But you have friends, family, and a life... I don't. I will leav-." She put her hoof on my lips lightly, a torn look in her eyes.

"I love you too, just... let me say good bye to my friends, stay here, I will be back soon..." And with that, she stepped back, teleporting away, leaving me with Spike. I heard light foot steps heading away and I turned around, making Spike yelp a little and trip.

"Please don't hurt me! I'm too young to die!" I sighed, laying down on the sitting area, trying not to cry as I made Spike really afraid of me by doing nothing consciously, and now Twilight was about to give up everything she has, to be with me. I heard him get up, clearing his throat a little, to break the tension in the air. "Leon... I'm sorry I over reacted..." I felt a little better, laying back and letting myself get some rest when I heard the door get kicked in, making me turn towards it. Applejack, marched in, a pissed off look on her face.

"You will NOT take her away from us ya hear?" She got closer, and I backed away, falling off and landing on my back. She came closer, stepping on my tail so I couldn't move, she had a look in her eye, making me all the more scared of her. She moved her hoof up to hit me, and I cowered just as I heard flapping come in the door way.

"Leon! Just who do you think you are... Applejack?!" Rainbow had a surprised look on her face as Applejack stopped, turning around slightly, baring her teeth a little.

"Doin what you would do, knock some sense into his dumb head, he won't take Twilight away from us, heck, he might ditch her later to save his own hide." I felt devastated and I shook my head, trying not to break down.

"That's not true..." I gargled, almost losing it as I tried to speak. Applejack turned around, glaring at me with Rainbow up beside her, Rarity and Pinkie standing in the door way. "I love Twilight will all my heart, and I would rather die, then let anything happen to her." Applejack stomped the ground with her hoof.

"That's a lie, and I know it. Y'all almost killed her, and Fluttershy!" I was taken back more, I had no control over that, and if I did, I would never hurt anypony else unless I had to, especially any of them. She took her hat off, throwing it to the ground as she scratched at the floor with her hoof, snorting lightly, but strongly. "And I plan on teachin you what happens when you mess with me, and mah friends!" She glared at me, ready to pounce on me and beat the ever-loving shit out of me.

"He wasn't himself Applejack..." A stern voice made us all turn around, Fluttershy standing strong, walking up to Applejack, looking her right in the face. "And I know Twilight loves him, and he loves her. You, are just thinking about yourself. What about Twilight? What about what she wants? I know she wants him." Applejack looked over at me, instantly feeling regretful from the expression on her face, replacing her angry one from before.

"But..." She started, trying to justify why I should leave, and Twilight should stay, but Fluttershy glared at her, making her stop and gulp as Fluttershy walked over to me.

"Not a word Applejack, what they want to do, it's their business..." She looked down at me with a look of understanding, her hoof extended and I gently took it, not sure if she would hurt me, but her look said she wouldn't.

"I don't want her to give up anything! I told her I would leave, but she wouldn't take it for an answer!" I told them, and I looked back at the door, Pinkie and Rarity, both had apologetic looks on their faces, but Rarity had a single tear run down her face. "The reason I hurt those guards, was because one smacked her, and I lost it... She is the most important pony to me now, she understands me, and likes me for who I am, never feeling pity for me, but honest sadness... " I looked up, Twilight in the door way, a shocked look on her face, a little smile soon coming over her as tears fell from her intelligent violet eyes, something I hated seeing, but this time, I was happy. "Twilight..." She nodded and ran at me full force, her eyes were closed, the girls getting out of her way as she jumped at me, knocking me onto my back, her forelegs wrapping around me, her cheek nuzzling my neck as she held me. I wrapped my own hoofs around her, gently stroking her back, holding her as she lightly sobbed. "Shh shh, it's ok Twilight, everything is fine..." She pulled back, staring deep into my eyes and I got lost in her own, her head coming a bit closer, her eyes darting to my lips as I idly licked them. She glanced back into my eyes, a look of need in them and I pushed forward a little, seeing how she would react. She closed her eyes a little, her lips coming closer as I closed mine, putting my lips to hers finally, my right hoof coming around to her chin, gently tilting it to the side as I moved my lips to hers. She shuddered a little, lost in our own little world as time its self seemed to stop for us. I heard somepony clear their throat, and I pulled back, Twilight opened her eyes, a light blush on her cheeks.

"Soooo... Just what do you to have planned?" Applejack came up on our side, and I looked at Twilight, before sighing and I got to my hoofs, pulling her up as well.

"I don't want your life to be ruined, any of yours... I will give myself up to her." Twilight gasped and wrapped her forehooves around my neck, crying lightly.

"No... please don't leave me! I can't live with out you Leon..." She pulled back, looking into my eyes. "I need you..." Ponies say a picture is worth a thousand words, but I say now, that those three little words, touched my heart, and the others as well.

"I...I..." I looked at her friends, they were all holding back tears at what I meant to Twilight. Fluttershy came up, putting her hoof on Twilight's shoulder, making her look back.

"Twilight, follow your heart, I hope that one day, we can look past all this and be together again..." I felt happy, Fluttershy gave us her blessing and the others, besides Rainbow Dash, came up.

"Yea sugarcube, ah can see he really means somethin to ya." Applejack smiled and me, before frowning, looking a little guilty. "Ahm sorry Leon, ah... Ah regret what ah did..." I just smiled, knowing she meant well, and this lifted her smile. The other girls did the same, but I zoned out, looking over at Rainbow Dash, a look in her eyes as ours met. They were filled with sorrow, regret, a little bit of anger and I saw a single tear, run down her face.

"But I love you..." She mouthed, before I saw her break down, gritting her teeth, trying to keep it inside before she dashed off, keeping true to her name.

"Leon, are you ok?" I zoned back in, looking down at my Twilight, her gaze falling where mine was. "Hey... Where's Rainbow Dash?" Everypony looked around before I walked to the door, putting my hoof on it.

"I know..." Rarity trotted up to me, lightly tapping me on my shoulder, making me look down at the stunning white unicorn.

"Here, it's that cloak I promised you... sorry about the..." She blushed. "You know..." I nodded and took it with my magic, tying it to me and I put my hoof on the door.

"I forgive you Rarity, I will go talk to her... I will be back." I felt Twilight grab me from the side, whispering in my ear, on the brink of tears as her voice wavered a little.

"Don't get caught, I can't imagine life without you..." She gently kissed me on the cheek, and I looked at her, smiling at my dearest.

"I won't, I love you." I kissed her on the nose, prompting her to blush, a couple giggles from behind me and she moved away, my horn glowing as I teleported to where I knew Rainbow was headed. I opened my eyes, hundreds of feet off the ground, turning back to look at the door to her house, light sobs coming from within. I sighed, opening the door, Rainbow was on her couch, my old cloak in her arms as she cried into it, her hoof rubbing over it.

"I love you Leon... why did I have to buck things up... It would be me he would be kissing, reassuring and loving." She took a strong, deep inhale. "Ahh... It even smells like him~." I gulped, taking a step back when her ear twitched, her head shooting up to look at me, her cheeks had a light blush on them. "Leon..." She got off the couch, her eyes never leaving mine and I tried to back away when she tackled me, nuzzling her cheek into my chest. "Please, love me instead!" She held me tight, her tears wetting my coat a little and she pulled back, her magenta eyes staring into mine. She came a bit closer, making me gulp and struggle beneath her. "Please... just one... kiss..." I gasped as she pushed forward, her lips almost touching mine. But I pushed her back, keeping her at hoofs distance from me, her own hoofs trying to make mine buckle. She was crying a little harder now, desperately trying to kiss me. "No... please don't leave... I'm sorry..." She cried harder. "I'm so bucking sorry..." She fell a little limp... giving in. "Sorry... I just like you so much... I want to get to know you better, but now your leaving... taking Twilight... my egghead friend with you..." She suddenly got angry, barring her teeth at me. "I won't let you take her! I will tell the princesses where you are, she is our friend! And I won't let you take her-" I felt a little scared, and I did the only thing I could think of to quiet her down. I put my right hoof around her neck, pulling her face to mine and out lips connected. She went wide-eyed before closing them, her hoofs rubbing my chest, and I felt really bad, kissing another mare, but it felt a little right to do it... The kiss lasted about ten seconds before I pushed her back, her cheeks pink and she slowly opened her eyes, looking down at me, a guilty look on her face. "Leon..."

"I'm sorry Rainbow... But that is all I will give you... I like you as a friend, but my heart belongs to another mare." She sighed, a hurting look in her eyes.

"I know... but... but..." I put my hoof to her lips, silencing her from continuing.

"I don't want to take her away from you girls, she wants to be with me, and I can't change her mind..." I sighed and she laid her head on my chest, listening to my heart beat. "I don't know where we would go... Hopefully Twilight has thou-" She leaned up, putting her hoof to my lips, making me look into her big, sad, magenta eyes.

"Don't mention her... it's just you and me here now..." She whispered, laying her head down, my arms wrapping lightly around her. "This moment is perfect..." She trailed off, making me a bit uneasy.

"I'm sorry Rainbow... but I need to return to her." She sniffed, nuzzling sadly into me, her body shivering a little.

"I know... but...I can't stand to see you leave... I ...I just don't know anymore Leon! These emotions... I'm so confused." She put her hoofs on my chest so she could look me in the eyes. "I love you... but I feel angry that you are taking Twilight away, I hate the princess for wanting to hurt you... But I...I..." She bit her lip and rolled off me, curling up a little. "Leave..." She said it coldly, obviously hurting a lot inside. I reached for her, instincts telling me to comfort her as my hoof lightly touched her arm. She swatted it away, looking at me, tears running down her face and off her chin. "Just GO! It hurts enough already!" She shouted and I took a step back, letting her curl up again, my old cloak in her grasp as she cried to herself and I backed out, leaving the room when my horn glowed and I teleported back to the library. I opened my eyes, Twilight hopping up at me, knocking me to the floor. I wrapped my hoofs around her, holding her tight to me as she nuzzled me.

"How did it go?" She looked at me, and I gritted my teeth and looked away, making her drop her head a little. "Oh..." I put my hoof on her shoulder, making her look up at me and... she is just so perfect. "I have a plan Leon. Were going to the Crystal Empire." She looked at me, man she is so adorable. "My brother and..." She stopped herself, looking into my eyes. "You will meet her when we get there... ok?" I raised my eyebrow but nodded none the less and she got off me, her horn glowing as saddlebags lifted onto her flank, a bunch of stuff was... well stuffed in them. I looked back at her friends, they all looked at us with sad expressions, making me feel guilty.

"Twilight a-" I looked at her and she was nodding her head, knowing full well what I was going to say.

"Leon, I'm sure." She looked back, slowly walking back towards the others. "Girls, I'm going to miss you all, hopefully some day... Some day we can return and live in peace, all of us." I saw her smile, tears running down her cheeks, the others coming closer for a group hug, making me feel uneasy. I was taking her away from her life, her friends... Putting her in danger, if Celestia ever found us, who knows what she would do. I couldn't look at them anymore, it tore my heart as they all cried and held Twilight tightly, never wanting to let go. Twilight let go, walking over to me, her eyes red and she took a staggered breath, smiling falsely at me. "Come on... lets go." I looked over at the others, Applejack had her hat off, pressed to her chest. Pinkie was sitting there, tears streaming down her face, her eyes were closed at Rarity tried to comfort her. Fluttershy was smiling at us, those beautiful cyan eyes were sparkling a little, a couple tears dripping off her chin.

"I will miss you all... I promise to take good care of her... Thank you all." They smiled, waving a hoof at us. I turned back, looking down at Twilight and she had her eyes closed, her hoof lightly touching my arm, a white light filling my vision and I felt my body move.

"Twilight?!" I opened my eyes, a white unicorn stallion, slightly smaller then me in size. His mane and tail was a mix of sapphire blue, cerulean and phthalo blue. His hair was right above his eyes, flowing around his horn. His surprised eyes were a moderate cerulean, both of them tracing over my body, trying to figure out who I was. His cutie mark was a blue shield, with a purple star in the middle and three smaller blue ones above it.

"Shining!" Twilight ran up to him, wrapping her hoofs around his neck, and this set me at ease, if she knew him, then all would be good... right? She pulled back, looking back me, just as Shining opened his mouth to speak. "Brother?..." _So this is her brother huh? _Shining looked down at her, that hurting look in her eyes made him run his hoof up to her cheek. "Please don't freak out..." She let go, walking over to me, those beautiful lavender eyes staring up at me. "This is... Leon..." He gasped, his horn glowing and I took a step back as it looked like he was going to attack me at any moment. "Shining no!" She got in front of me, trying to protect me in case he charged.

"Do you know what he is!?" _What I am... _"He's dangerous Twily! You know that from experience!" I winced at this, taking a step back when a hoof rested on his shoulder, making us both look back at the mare... It was her... she looked at me, a little smile on her face.

"It's ok honey, he won't hurt anypony... trust me." She spoke calmly, making Shining stop, starting at me, my eyes glued to the mare. She walked over to me, her horn glowing as my cloak was removed, I didn't stop her, those eyes captured my attention... "You have grown up... from all these years Leon." Shining looked at her, as if she was talking gibberish, and she turned around, smiling at him. "I will explain everything, but..." She looked back at me and Twilight, her horn glowing strongly making her gasp. "Oh my..." I was a little confused, but the other two seemed to understand, Shining taking a step forward.

"I have never seen her horn glow that brightly, besides the day of our wedding... You two must really love each other..." I blushed, looking down at Twilight, she was smiling, her cheeks a little pink as she looked up at me.

"Yes..." She leaned up, kissing me on the lips for a second or two, but it made my heart skip a beat, and when she moved back, I opened my eyes, staring into hers, it made my stomach feel funny, a little smile spread over me and she giggled lightly. "I love your smile..." She whispered and I heard somepony clear their throat.

"Should we direct you to the bedroom?" The mare teased, making Twilight eep a bit and blush hard, and I blushed as well, making the mare giggle. "I'm teasing... Anyways, it's time for Leon to know who I am..." I looked at her, and she sighed, looking straight into my eyes. "I'm the mare from before, Princess Cadance... I went with Celestia to check out the contacts she had, watching over you, when I saw the tragic fire, your lifeless body laying on the ground. She warned me not to approach you, but I knew, I had to help you." I sat down, nodding along as she told me her perspective. "After then, I watched over you in the hospital, the burns that are etched into your coat glowed as you convulsed in your sleep, and I used my magic to try and help you. I stayed with you, somepony who could help you through, perhaps be your friend, but... Celestia said I could not, that it might affect, at the time, your fragile mind, the horrors you experienced that night, might of done long term damage to your mind. She was partiality right, as I heard when you arrived in Ponyville, you had those flashbacks, and at the hospital, upon seeing me, you went berserk. Your mind blocked all the memories, but I triggered them again, making you act out, not out of will, but because you were confused, scared, and in pain..." Cadance took a deep breath, before looking at me. "And now that you are around me, you might have more memories come unsuppressed, but I think Twilight here, should be able to keep you from lashing out again. It will hopefully wear off, and not draw any attention to Celestia that you are here, we can only hope." I just nodded, looking down at my love, then looking back at her.

"Thank you, I owe you my life." I bent down, grabbing hold of her hoof, lightly kissing it out of gratitude. "You have given me another chance, a chance at freedom, life, love..." I said the last word, looking down at Twilight, she was on the brink of happiness tears, a small smile that quivered as she tried to find words to say to me, but I just wrapped my hoof around her, smiling at her. "I love you baby..." She hugged me tightly, both of us happy now that we are safe. I looked past her, out of a open window, Luna's perfect night, the stars shimmering in the distance and I yawned, looking down at Twilight, she had her eyes closed, breathing lightly. "I think it's time for bed." My horn glowed and I lifted her onto my back, her hoofs draping over my sides, her cheek nuzzling into my back, a little smile on her muzzle. Cadance put my cloak over Twilight, and I smiled to myself.

"Here, let me lead you to our guest room, you can rest there." Cadance smiled a little, and started walking down the hallway, I followed, Twilight's forehooves wrapped lightly around my neck, her face buried in my long black mane, I chuckled lightly as I looked back at her, one eye open a bit, a sleeply look on her face.

"Thank you..." She lightly whispered as we walked towards the guest room that Cadance was leading us to. We walked in silence, the only sound was our hoof steps, echoing through the halls, and it looked amazing in here. The architecture was astounding, the marble floor was polished to a shine, and the stone pillars that I saw, had amazing designs on them.

"We are here." I snapped back, looking as she opened the door, and I was stunned. There was a queen sized bed, in the middle of the room, and it looked so comfortable. I walked into the room, glancing to my left to see it had a private bathroom, a walk in shower and a jacuzzi meant for two. I looked to my right, and it had a little study section. _Perfect for Twilight. _I looked down at my little book worm, she was lightly snoring on my back, my wings wrapping around her sides a little, my cloak covering her, making me smile. "I shall see you in the morning Leon, sleep tight." I heard Cadance close the door, and I sighed, smiling, finally able to have time to myself. I grabbed the blanket on the bed in my teeth, pulling it down and I lifted Twilight off me, her grip was light so she easily came off and I placed her onto the bed, covering her with the blanket and I placed my cloak on a hanger, then looked towards the bathroom. I bent down, kissing her on the forehead, and headed to the bathroom, stepping into the shower. I turned on the water, the hot liquid running over my exhausted body, allowing me some time to finally clear my mind. My mane ran down my neck a little more then usual and I spread my wings, allowing the water to run over them, and my body beneath. My horn glowed as I picked up shampoo, squirting some in my mane and hair, then sat down, using my forehooves to work it in more. I smiled, for once, in a long time, perhaps a couple weeks, clean myself. I was filthy, the water cascading down my coat, after I used the detachable shower head to wash the soap out, was not clear, but instead a light grey or so, from all the dirt on me. I then grabbed a bottle of Shimmering Coat!, putting some around my body before picking up a brush in my magic, scrubbing my coat clean, making sure to get my hooves, and under my wings and my... well... sheath... Anyways, I then rinsed off, the water making me go numb a little as it felt so good. I stepped out, a smile on my face as I heard a gasp, making me open my eyes. Twilight was there in the door way, her wings spread a little as she looked at me, my usual dull colours were now bright as they should be, my white coat, to my midnight black mane, and my black hair, with red and blonde highlights really stood out much more then before. My black tail, was no longer a dark grey colour and the red streak running through the middle was easy to distinguish now. I blushed under her gaze, licking my lips idly as she slowly blinked, clearly still sleepy and I must of woken her up.

"Wow... You look... great." She blushed a little, retracting her wings, leaning against the door frame, clearly tired out. I walked up to her, nuzzling her head a little.

"Let's go to bed... we both had a long day..." She nodded into me, humming in her throat in agreement. I led her to the bed, letting her get in on one side, and I got into the other, laying on my side, facing her. She flipped away from me before shimming back, my left hoof instinctively going over her side, lightly draping over her stomach which I absentmindedly preceded to rub with my hoof. "Good night Twilight... Sweet dreams..." I whispered in her ear, making her sigh and tuck her hoofs to herself, pulling my hoof closer to her as she laid her head on the pillow.

"Sweet dreams..." She trailed off, her breathing regular and light as I laid my own head down, inhaling her scent from her mane, and I smiled as I soon fell into a deep sleep.

I opened my eyes, surrounded by darkness. I looked around, what looked like shattered glass surrounded the space around me. "Where... Where am I?" I said aloud, my voice echoing slightly.

"You are inside your mind Leonidas... Silver is it?" I took a deep breath as the female voice said my last name... One that only reminded me of my parents. And I looked around... My memories of the best times I had with them... were playing on the shattered walls of the room... I heard clacking and turned around, the sight of the mare standing there made me trip backwards, scared out of my wit. "I won't hurt you... I am here to help..." I couldn't believe it... it was... Princess Luna!? She had a small smile on her muzzle, a caring look as she approached me. "I know why my sister want's you... but I am not standing by her on this one... From what I seen, you are a good pony, those things you have done, were not by choice..." I looked at the shattered walls, before turning back to her.

"Are these?..." I trailed off as she nodded. Those were my memories, or what I had left, they were shattered, like my mind almost was. I looked behind me, a whole wall, full of normal ones, but two caught my attention. One had Fluttershy on the floor, she was crying out of fear as... my hoofs pressed into her neck... I raised my hoof up to touch it and I closed my eyes, a white light coming in my vision and I opened them again.

Fluttershy was on the ground, tears, and a look of fear in her eyes as I pressed harder down on her, I had no control over my body as she gargled. "Please stop..." I couldn't move, as much as I wanted to stop, my body just wouldn't move. She turned a light shade of blue, her eyes closing as her struggling let up, her eyes rolling back inside her head as a small tapping made me look to my side, a pan going upside my face, making me black out.

I opened my eyes, stepping back, looking at the wall of my memories... I...I... I felt a single tear run down my face, I was that close...THAT close to killing her... a couple more seconds... I looked at the other one, putting my hoof on it as I closed my eyes again, letting my memory play.

I woke up in the library. The wooden wall and the books assured me it was it. I looked down, Twilight smiling at me, before her expression turned to one of fear. "L... Leon?" I got out of the bed and felt angry... Making her take a step back as I lunged at her, tackling her and I grabbed her hair in my mouth, pulling her towards the bathroom

"You killed my parents... You fucking bitch." I spoke without wanting to, something inside me snapped, and I heard her cry out, my heart hurting but my body not responding.

"Stop! It hurts! I didn't do anything! Please stop!" She bawled as I pulled her hair, turning the water on in the tub... Ice cold. I felt her squirm beneath me, her sobs doing nothing to stop me, as I lifted her up, her hoofs lightly hitting my side as I pushed her over the side of the tub making her gasp as I put my hoof on the back of her head.

"You killed them... now you die!" I forced her head down into the water, her body fighting with me as I held her head under the water, her forehooves splashing a little as I chucked to myself at her struggling, just a couple seconds and she would be moving no more. "DIE BITCH!" I was scared myself, trying to bring her out, but as it was only a memory, I had to sit through it... watching in horror at the things I have done. I pulled her back making her struggle for air, her breaths gargled as she cried.

"Please don't kill me!" I pushed her down again, her hoofs shooting to the side of the tub, her cries of terror filling my ears. "Please! I loved you Leon! What have I done to deserve this!?" I stopped, those words... touched my heart and I pulled her back, letting her look at me, my eyes watering up as I looked at her.

"What... am I doing..." I let her go, looking at my hoofs, she crawled away, backing into a corner as she looked at me. "What... have I done?..." I felt sick, tears running down my face as I almost killed her... I looked her way, before I looked back at my hoof. "What happened..." I heard her crawl over to me, gently hugging me, her cold wet face pressed into my neck.

"Everything is ok now Leon... I know your mind is messed up... you would never purposely hurt me..." I looked at her, her horn glowing as I closed my eyes and blacked out.

I pulled back, sitting on my rump, tears streaming down my face. _How could I have done that to them... Twilight... Oh sweet... _I didn't even want to say the last word when I felt a hoof on my shoulder, making me look back at Luna. She had a look of understanding, a hopeful smile on her muzzle. "Don't fret Leon... She loves you more then life itself. Everything will be fine." I smiled weakly at her as closed my eyes and took a deep breath.

I felt something stir next to me, making me wiggle a little closer to it and wrap my hoof tighter around it. "Good morning perfect." I opened my eyes, smiling as I was staring down into my marefriends eyes. She was so adorable, the blanket up over her head as she nuzzled my chest, taking a deep breath. I gently ran my hoof up and down her back, making her sigh.

"Good morning beautiful." I laid my chin on her head, just enjoying the company of her, the closeness I was more accustomed to now then before was great. " I love you Twilight..." I ran my hoof up to her wing, lightly tracing the bone beneath, and she whimpered, her wing shooting up and I opened my left eye, looking at her. She was panting lightly, a light blush in her cheeks, her right eye looking up at me as I stopped and she nuzzled me.

"Please don't stop... That feels amazing Leon..." I chuckled and resumed rubbing her wing when I scooted away, letting her lie on her stomach, and I rolled onto her back a little, sitting on her lightly and I rubbed both her wings, making her squirm beneath me. "Oh Leon... That's great..." I blushed as I looked towards the door, stopping as my eyes went wide. Cadance was standing in the door way, her cheeks flustered and her eyes were wide.

"Ohh... I think I will just..." I shook my head, rolling off Twilight and she looked at me, wondering why I stopped.

"We weren't doing that! I was just giving her a wing massage." I meekly said, my cheeks burning hot and Cadance blushed harder, her wings opening slightly, and I scratched the back of my head.

"Never got one before?" She shook her head and backed away.

"No... But if you will excuse me..." She trotted off, heading down the hall. "Shining!" Her voice lightly echoing through the hallway, making me chuckle and Twilight put her hoof on my arm, making me look at her.

"Could you please do that again... It felt so good." She cutely looked up at me, her begging eyes and her hoofs tucked to herself, made me completely forget about any danger we could be in. I smiled, leaning down and rubbing my nose on hers.

"Sure." She laid out, a pillow tucked under her head, her forehooves were underneath it as she looked back at me a bit. I straddled her lower back, her wings going out the side sides as she waited for me to touch them. She didn't have to wait long as I quickly made her gasp, as I lightly brushed my hoofs over her wings, teasing her a bit and she squirmed under me.

"Please don't tea- Oh sweet..." She cut herself off, biting the pillow as I pushed right where the wings attached to her body, and it allowed me to take a full look at her. I ran my hoofs over her back, admiring her curves, things I have never really noticed before, but damn, she was one hot mare. I blushed, moving my hooves over her back, gently but firmly pushing them into her back.

"Am I doing alright?" I looked at her, she had a smile on her muzzle and she slowly nodded, her hoof going back to mine, rubbing it a little.

"Yes... But that's enough for now..." I nodded and rolled off her, laying back down and she stretched out, laying her head on my chest, my right hoof going around her as she gently rubbed my stomach. "That was amazing Leon... Thank you." She leaned up, giving me a peck on the cheek, making me smile and lay my cheek on her head. We sat there for a couple minutes before I heard her stomach growl, and I chuckled, my own doing the same and we looked at each other, before both laughing and I rolled off the bed.

"Well, I'm hungry. How about you?" I looked over at her and she nodded, getting off the bed as well, her horn glowing as she made it neatly, and I walked over to the study room, looking back at Twilight. "I think you will like it here." She trotted over, her eyebrow raised a little.

"What do you-." She stopped, her jaw dropping as her eyes lit up, taking in everything in the room. "I thought you might like to see that." She looked at me and smiled, blinking her eyes slowly, looking at me.

"You are so thoughtful." She nuzzled my shoulder, making me blush and our stomachs growled in unison, making us look at the other, smiling. "How about breakfast?" I nodded and followed her out of the room, she seemed to know her way around here as she lead us to what I presumed was the kitchen, or at least I hopped so... I was really hungry. On out way there, I kept on looking down at her, and she soon caught on, glancing up at me from the side. "Is something wrong?" I blushed and shook my head.

"Sorry... it's just that you're pretty." I sheepishly said, and she blushed, her ears flaying a little to her head, making her look all the cuter.

"You really think I'm pretty?" She looked up at me hopefully, holding that expression, and I smiled, thinking it over for a second before shaking my head, making her expression to change into a hurt one.

"No, I don't think your pretty..." I noticed Cadance and Shining coming out from a room, just ahead of us, shocked expressions on their faces and I looked at Twilight, she teared up and I smiled. "I **know **you're beautiful." Her expression soon changed, her previous hurt expression turned into a small smile, she leaned up and kissed me, before pulling back a second later.

"You are such a sweet stallion Leon." She blushed, and I chuckled, looking up as Cadance and Shining walked up, smiling at us.

"Good morning love birds, hungry?" Cadance asked and we both nodded. She motioned towards a room on the left. "The cooks have prepared breakfast already, and it should be done now." We both nodded and followed her towards the room, a slightly large table stood in the middle of the room, elegant pillows were seated around it for four. Me and Twilight walked up to one side, my horn glowing as I picked up a pillow, fluffing it and set it back down, for Twilight to sit on, wanting to mind my manners in this place.

"You're seat." I lightly bowed, making her blush and smile, sitting down and I heard Cadance giggle, looking at Shining.

"How come you never did that for me?" Shining gulped and blushed, looking at her, then back to me when she put her hoof on his arm. "I'm kidding." We all shared a laugh, except Shining as he pulled out a pillow for Cadance and we all sat down, me and Twilight on one side, Cadance and Shining on the other. Breakfast consisted off a decently sized hashbrown, about the size of my hoof, a couple eggs and two pancakes. I smiled, not even knowing where to start off. I looked at all the silverware, and... I had no clue what to use. I looked at Twilight, she was digging in, and I looked back at Cadance and Shining both eating their own food. My stomach growled, and I frowned, my ears flaying to my head... Cadance looking over at me. "Is something the matter Leon?" She looked really concerned, and I blushed, looking at the assortment of silverware.

"Uhh... where do I begin?" I guess it must of been really funny as Twilight chocked a bit on her food, Cadance put her hoof to her lips, stifling a giggle and Shining just smiled and rolled his eyes.

"We don't care how you eat, as long as you use a fork at the table, that's fine by us, use anyone you like!" Shining chuckled as my face lit up, my horn glowing it's dull icy blue, a fork on the right side of my plate glowing the same colour, and I started digging in, savouring the taste of it. I have never tasted anything so divine! It was only a simple breakfast, but it tingled my taste buds and I closed my eyes, humming in my throat as I soon swallowed, looking at Cadance and she looked at me weirdly.

"This is amazing! I can't even begin to describe it!" I stuffed my mouth more and she blushed, smiling a little at me, her head tilting to the side.

"Thank you, I will be sure to pass that onto the chefs, they will love your praise." I keep on gouging down, eating everything on my plate and I sighed, looking over at Twilight. She was blushing lightly, looking at me with a small shocked expression on her face and I licked my lips, raising my eyebrow before blushing out of embarrassment.

"Oh... Sorry..." They all shared a laugh, making me smile a little, Twilight soon finishing up. She stood up and I followed, stretching myself and I heard a pomphing sound, making me turn to see Cadence staring at me, her wings spread and her cheeks were pink. Shining looked at her, stifling a giggle and Cadance got a bit angry, her cheeks turning red as she closed her wings tightly, glaring at him from the side.

"Not a word..." She said sternly and quietly, Shining was trying not to smile, but he grinned a little, making her groan and get up, walking off. I chuckled and turned back to Twilight, she was giggling lightly and she looked at me, those violet eyes sparkling lightly and they made me smile. I yawned, suddenly I felt like taking a nap.

"I think I need a nap... How about you check out that study, and I can sleep for a bit?" I gave her my thought and she nodded, walking off towards our room that we shared, and we soon arrived. My horn glowed and I opened the door for her, making her smile up at me, making me feel warm and fuzzy inside. I leaned down, lightly kissing her on the lips and she pushed into it, her tongue licking my lips and I froze a bit, pushing her into the room and I kicked the door closed behind me with my hindhoof, once again locking lips with her, her hoofs rubbing on my chest and I pushed her back onto the bed. She propped herself up on her forehooves, a sly smile on her face as I crawled in next to her and she rolled over on top of me, lightly laying down on top of me, my horn glowing as I covered us with the blanket. "I love you Twilight, I'm glad you are here with me." She sighed, nuzzling her cheek into my chest, my soft coat must of felt good on hers.

"I love you two Leon..." She trailed off as I felt tired, closing my eyes and I felt my hearing get muffled as I fell asleep...

I walked down the street, keeping to myself as I passed by an alleyway, a couple pairs of hoof steps behind me "Hey freak!" I stopped, but soon resumed my walk, not wanting to start anything. "Hey I'm talkin to you!" I heard them get closer and I turned around, the three bullies stood there, all with sly smiles on their muzzles. The smallest one was a unicorn and was up to my chest, blue coat and his dark blue bowl hair cut covered his eyes, he didn't have a cutie mark yet, but he laughed along with the others. "Nice cape! Your mommy dress you this morning? Oh wait! You don't have any parents! Ahhahaha." I looked at the second tallest, he just shorter then me, but much lankier. He was a lighter brown coated pegasus, his wavy dark brown hair covered one eye, the one I could see was a dark green, he had a cutie mark was a white wing. The last one, made me angry. "Oh, are you going to cry baby? Go to the graveyard and cry to mommy and daddy! Wahh wahh! I miss you, I love you, why did you leave me!" He stepped to far and grinned as I took a step forward, gritting my teeth and I felt my vision get a little red. He was a grey earth pony, his silver mane and tail was a bit longer, but his hair was cut short, his cutie mark was a dumbbell.

"Knock it off Dumbbell!" I said sternly, not knowing what I would do to him if he didn't. He laughed and took a step forward, puffing up his chest as he tried to tower over me.

"Or what?!" He tried to intimidate me, it would usually work, but I had enough of him.

"I will shut you up for good, you and both your ass kissers!" His two henchmen gritted their teeth and the smallest went for a punch but I quickly dodged, socking him right in the face, knocking a tooth out of his head as he stumbled back and fell to the ground, the other coming at me flying. My horn glowed and I grabbed him in it, throwing him against the wall, his head smashing off it as he groaned for a second, before going silent and I looked at the last one, Dumbbell. He gasped and took a stance, reaching back into his saddlebag and pulled out a... knife?! He snarled at me, coming at me with it and I dodged, when I felt something trickle down my cheek, my hoof moving up to touch it, and when I pulled it back, a bit of blood was on it and I lost it. He came at me again, and I moved, turning around and bucked him hard in the jaw, his knife falling to the floor as I alternated my legs, kicking him and he fell, going limp as I panted for air, looking at the three knocked out bullies and I turned and spat on Dumbbell, turning and I walked away, leaving three limp bodies laying in the street.

**Hello again! It is Thanksgiving day here in Canada! Wish I had the day off, but whatever. Here is another chapter for you guys... and girls? I donno... Anyways, thanks for reading! This story has gotten a lot of support over the last month, and I just love writing it! I have big plans for this story, some ideas I had before, and some I have gotten from the readers! I am set for the next couple chapters, but if you have an idea, of suggestion feel free to ask/suggest! And if I messed anything up, please point it out!**

**Time for guest reviews!**

**Guest: I added a little scene (as you can see) But she most likley wont try it again... Or will she? Nah, probably not... But what if she does?! Nah, she's learnt her lesson... Or has she?! Yea, she has. And I don't plan on ending this story anytime soon, but there will be one day where is will.**

**Fanoffic (All): Thanks for all the ideas, I don't want to give up anything just yet... Sorry people! And thanks for liking it so much! And about the sex scenes? I plan on having a couple in there, at least one, but not until much later as... No, mustn't share my plans!**


	5. Proposal

I shook awake, sitting up in my bed, Luna's night was still high, the full moon was hanging seemingly right out my window, the glow it offered allowed me to look at Twilight, a small smile on her face as she shifted lightly. I laid back down, her hoof was over my midsection and I took a deep breath, the cool, crisp night air sneaking in the window, going up my nostrils and into my lungs. "Oh Leon... Harder..." I froze, my cheeks getting warmer as I looked down at Twilight, she was blushing herself, her body lightly moving to mine as she talked a little in her sleep. "Mmm, you're soo big." I knew what she was dreaming about and it made me blush harder, my loins stiring but I rolled over, getting to my hooves. I had to clear my mind, my horn glowing as my cloak floated over to me, laying on my back and tying around my neck, holding it onto me. I quietly tiphoofed out of the room, gently almost closing the door behind me and I took a deep breath, my mind clearing as I walked down the hall. I got to a room, a light coming out from underneath the almost open door. I stopped, voices inside made me listen.

"I know she loves him, but I'm not comfortable having him around, knowing just what he did... Makes me want to just... Ugg!" It was Shining! _He... hates me_?

"It will be fine ok? I know what he did, but did you see the way Twilight lit up when he said how he knew she was beautiful, he means the world to her." I heard Cadance try and help him, when Shining sighed.

"Yea, but he still gives me the creeps... One time... He gets one chance then it's the jail for him, and Celestia will be notified." I gulped, Cadance giving a defeated sigh.

"Ok... Fine. Good night." The light clicked off and I walked past the room, heading onto a balcony, leaning on it with my forehooves. I sat there, looking over the sleeping empire, the darkness only pierced by a couple lanterns hanging from the houses, the moon still there as if I could lean up and knock it from the starry night sky. I sighed, this is where we would be staying from now on. It looked pretty peaceful, but I kind of miss the others, even though I haven't been around long, I still considered them friends. _I wonder what Twilight is feeling like right now... if I miss her friends, imagine what she must be feeling._ I heard a couple hoof steps come up behind me and I quickly turned around, falling to the floor when I saw Cadance?! "Leon? What are you doing?" She spoke softly, her look was quizzical, probably not expecting me to be out here at this time in the night. I looked back over the town, getting to my hooves again and I leaned on the ledge.

"Just had to clear my mind, I had another dream last night, one of the better ones this time." She came up beside me, resting her on hooves on the ledge, staring out into the night with me.

"Beautiful huh? I like to come out here sometimes, the night somehow makes me feel calm." I nodded in silence, a little smile coming over me and Cadance looked up at me. "Somepony seems to be in a better mood." I looked down at her, those light eyes... I have seen them on somepony else before... but I just couldn't put my hoof on it. I just ignored it and turned back, the stars themselves seemed to sparkle down on us.

"Well, it's nice to be out here with a nice friend." She smiled a little, getting a bit closer to me.

"You mean that?" I looked back at her, nodding and she closed her eyes half way.

"Of course... We are friends... Right?" She nodded and I turned back, laying my chin on my arms.

"I have wondered something Leon... What is your last name?" I sighed, making her put her hoof on my shoulder. "If you don't want to tell me, you don't ha-"

"Silver..." I cut her off, looking at her and she just smiled, her hoof lightly rubbing my arm.

"That's a nice last name, so your full name is Leon Silver?" I closed my eyes, inhaling a fresh gulp of cold air as I tried to remember my middle name, but for the life of me, I could not recall it.

"Leonidas... Something Silver... I don't remember my middle name... It has been too long." I closed my eyes, letting my mind wander, when she cleared her throat, drawing me back to reality.

"I will let you get back to your alone time, good night Leon." She lightly patted me on the shoulder before she put her hoofs down and walked back to her room, leaving me alone. I stood there for about fifteen minutes, just staring out into the night before I headed back to my room, and my Twily. I opened my door, Twilight was lit up by the moon light coming in from the window, the light seemed to be lightly painted on the bed. I walked up, Twilight was laying on her side, her mouth lightly open as she breathed lightly, her side rising and falling lightly in turn with her breaths. I smiled to myself as I walked up beside the bed, the blanket was pulled back a bit from earlier. I crawled in, laying next to my sweet heart, rolling over to my side, facing her own front. She was curled up, her hoofs reaching out for me, and I scooted closer then draped my hoof over her side. She wiggled a little as her fur tickled me a little and she tucked her hoofs to herself, making her look all the cuter as I closed my eyes.

I heard birds chirping, a light warmth going over my back. I felt Twilight move in my grasp, but this was a perfect moment and I just hugged her tighter, opening my eyes. I saw Twilight there, her hoof rubbing my chest lightly, a small smile on her face. "Good morning Leon, sleep well?" I took a deep breath and nodded, my hoof rubbing her side.

"Yea, I did." I looked out the window in the room, the sun coming over the horizon of the Crystal Empire. "I guess I slept a long time huh? Sorry Twilight." She smiled, rubbing her hoof on my cheek.

"Oh don't worry, I was in the study for a long time myself." I looked deep into her eyes, my cheeks getting a bit hotter as I looked at her.

"You're so cute Twilight." She blushed and giggled, lightly hitting me with her hoof.

"You flirt." I leaned down, rubbing my nose on hers, pulling back when I felt her hoof on my neck, a look of wanting in her eyes. "Can I have a kiss to start my day?" I chuckled, leaning down and lightly pecked her on the lips and I pulled back, making her shake her head, a little smile on her face. "That all?" I blushed, taking a staggered breath and she put her hoof on my chest. "Do what you think is ri-." I cut her off by rolling on top of her, my left hoof above her head, my right hoof gently tilting her head as I leaned down, breathing on her lips. She whimpered and tried to lean up, but she just couldn't reach and I just held myself there, my lips lightly apart. When she jerked up, she could barely touch my lips, just brushing against them. I then leaned down when she came up again, making her squirm as we held the kiss of a couple seconds before my tongue moved on it's own, snaking out of my lips and gently entered her mouth. Her tongue came to meet mine, and shuddered as hers touched it, a small shock going up my spine. It felt so good, so intoxicating as I swirled my tongue around hers, my piercing rubbing against her tongue and she squirmed underneath me, her breathing sped up as I felt my..._ oh no._ I pulled back hard, falling onto my back off the bed, my face flustered as I covered myself with the blanket. "Leon?! What happened? Did I do something wro-... oh..." She noticed that I was covering my crotch and she blushed, smiling to herself a little and she giggled. "Did I do that?..." I blushed harder and nodded, avoiding eye contact. "Hey, it's ok that you get...umm... Turned on by me, we are together right?" I nodded, staring at the floor, feeling ashamed of myself, getting a bit hard ... on top of her... "Hey..." She sounded a little sad, making me look over at her, she was leaning on the edge of the bed, her hoof reached out to lightly touch my cheek. "It's ok, let's just pretend this didn't happen" I smiled weakly and nodded. _Was it right to feel this way? I felt really... Dirty... _She looked into my eyes, then was a bit taken back. "Oh right... Here, let's have a little talk ok? I forgot you really didn't have anypony teach you what all this means." I blushed but did as I was told, I got up onto the bed, sitting there, my cheeks burning out of embarrassment. She sat beside me, placing her hoof on mine and I looked at her. "So, first off, any questions?" I nodded, gulping then I took a deep breath.

"Is it right for me to feel this way? And why do I feel... Dirty?" She lightly shook her head, making me relax a little.

"It's perfectly natural Leon. It means you got 'turned on' by me as they say. What your body is preparing to do is... well." I could tell she knew what she was talking about, but was still clearly embarrassed to do so, but I was clueless, the first time it did that was when Rainbow... Man it hurt to even think about them anymore. "You body is preparing for coupling." She said lightly, her cheeks were red, right across her face out of embarrassment. I felt like my cheeks were on fire, a weird feeling in my tummy. _Does that mean she wants to? I...I... don't know if... _She must of noticed I was lost in thought because she put her hoof on mine, making me glance over at her. "Hey..." She bit her lip, looking at me. "I just wanted to talk about it with you, but when you feel ready, we can... you know." She was completely flustered, her breathing coming in short and shallow breaths, a scent soon filled my nostrils, my body reacting in ways I have never known it could. I suddenly had an urge... an urge to push her back, and... _Oh my gosh... _Myinstincts were telling me to... well, mate her, deep and hard...

"Uhh Twilight... that smell. It's making me feel funny." She was blushing, quickly getting off the bed, all the while muttering.

"I need to use the bathroom..." I sat there, completely in the dark. _What was that about? _I looked back to the bed, a little wet spot was on the bed where she was. _Did she... _I sniffed the air, the only thing I could smell was a sweet smell. I leaned a little closer, sniffing in directly and I closed my eyes, my tongue coming out instinctively, running over the spot and it tasted really good. I stopped myself, pushing back as I splayed my ears to my head. _What the... What am I doing? _I heard a small grunt come from the bathroom, making me walk over as I tiphooved to it, Twilight was in such a rush that she didn't close the door. I shook my head. _That's private... _But something cut off my rational thoughts. "Ahh~!" I heard her moan, making my ears twitch, nervously taking a step towards the door before I stopped, reaching to close the door. I closed it as quietly as I could and I looked towards the door leading outside, trotting out it and into the hallway, trying to clear my mind. I walked down the hallway, lost in thought when I soon realized I reached the balcony I was on the previous night, but this time, Cele... _Don't even think about it... _Anyways, the sun was just coming up over the horizon, some ponies were just starting their days, but... Something looked odd about them. They were shiny, I couldn't see much in detail from here but they were definitively different.

"Good morning Leon! Where's Twilight?" I turned around, Cadance walking up to me, a little smile on her face. I blushed, knowing full well what she was doing.

"Uhh... Bathroom..." She raised her eyebrow, but then blushed and looked away.

"Oh..." I bit my lip, nodding slowly, knowing she knew what Twilight was doing. "Anyways... What are you looking at?" She noticed I was looking over the edge, looking over the empire.

"Just looking down at the ponies... But what's up with them? They are so shiny." She giggled, looking over the balcony as well.

"They are crystal ponies, all their coats shine and sparkle. Their coats and manes are sparkly and their irises are all polygonal." I nodded, looking down at them all, some waving up to I assume the princess. "Would you like to check out the town?" I looked over at Cadance and I nodded.

"But I need to get my cloak first." She giggled and shook her head, putting her hoof on my shoulder.

"You don't need to cover it anymore, you are safe here. The only ponies that have connections to the outside world are me and Shining, so you have nothing to worry about." She smiled sincerely, setting me at ease a little. But I still felt a little uneasy, feeling a little nervous that ponies would know what I am.

"O...Ok..." She put her hoof on my shoulder, making me look into those eyes.

"Don't worry, it will be fine. Come on, I will leave a note for Twilight, telling her where we are going, and we can leave." Her horn glowed as a small piece of parchment floated over, a quill going over it as she smiled, writing the note before placing it on the table next to us. "There, come on. Lets go!" I nodded as she walked to the balcony, spreading her wings as she took off and I followed in suit, albeit more reluctantly. We flew towards the ground, soon landing as I folded my wings, getting a better look around. I looked around, completely amazed by the things around us. Somepony broke my thought when they ran into me, falling back. I turned, a crystal mare was laying on the ground, her cheeks red as she looked at me. She was a light greenish apple, with a bit of grey mixed in. Her mane and tail was a greyish cerise with light streaks running in it, and her eyes were fuchsiaish grey.

"Oh my gosh! I'm so sorry your highness!" She bowed to me, lightly shaking as I was taken back a bit, putting my hoof on her shoulder, making her look up a me. I gently tried to pull her to her hooves, which she shyly did, avoiding eye contact with me, her cheeks red out of embarrassment.

"I'm not royalty at all... what makes you..." I looked back at my wings, lightly ruffling them, mentally facehooving myself. _Oh yea, I'm an alicorn. _She looked at me, taking my body into detail, her cheeks got even redder.

"You're not royalty? So you must be..." She gasped, her jaw dropping as she took a step back. "An alicorn, who is born every one thousand years, with no connection to the royal family... I remember... Ugg" She put her hoof to her head, making me put my hoof on her shoulder.

"Hey... you ok?" She blinked a couple times, lightly nodding.

"Yea, I just... Can't remember the rest..." I just smiled, lightly tapping my hoof on her shoulder.

"Hey, don't hurt yourself, the name is Leonidias Silver. Or you can just call me Leon." I smiled, making her do the same, her polygonized eyes staring up at me.

"Fleur de Verre." She looked over my back a bit, looking over my burns. "Ooo that looks cool." She went around my side, looking over as I spread my wings, making her blush as I did the same from the attention from her. "Anyways, I have to get going, but I will see you later Leon!" She then trotted off, Cadance putting her hoof on my shoulder as I looked back at her, closing my wings.

"See, it wasn't that hard to talk to ponies!" I nodded, thinking about what Verre said... _How did she know about me?_

"Cadance... How did she know about an Alicorn being born every one thousand years like me..." She sighed, motioning for me to follow her.

"Well, I should tell you about this place... One thousand years ago, an evil unicorn king named Sombra took over the Crystal Empire, when he was banished to the frozen north, but he placed a curse on the empire, and when he disappeared, so did it. But recently, within the last year, he returned, but Twilight and the rest of her closest friends found the crystal heart, and used it to destroy him for good." I looked at her, my jaw dropped a little. She noticed my expression and she giggled. "Yup, and I bet she didn't tell you the story about how she got Princess Luna back to normal did she?" I shook my head, very interested in what Twilight was up to before I arrived. "Well, as you know, Luna was banished to the moon a long long time ago, the bitterness because ponies slept at night. Anyways, when she came back as Nightmare Moon, Twilight was sent to Ponyville to discover the magic of friendship, and her, Rarity, Applejack, Fluttershy, Rainbow Dash and Pinkie Pie used the Elements of Harmony and.."

"What!? They can use the Elements?!" I cut her off and she nodded.

"Yes, Twilight is the Element of Magic, Rarity is the Element of Generosity, Applejack is the Element of Honesty, Fluttershy is the Element of Kindness, Rainbow Dash is the Element of Loyalty, and last but not least, Pinkie Pie is the Element of laughter. They had many adventures, but their friendship always got them through, all the good times, and the bad. Each one learned something, and they are all like sisters to each other." I took a couple seconds to take in what she was saying... And it made me feel even worse then I ever have... She knew those girls for years, went though hell and back... and I took her away from them. I held back tears, trying not to lose it. "Hey... are you ok?" I clenched my teeth, my eyes closed as I tried not to break down.

"I...I.." I managed to gargle, her hooves wrapping around me, as I then hugged her tightly, tears streaming down my face as I finally knew what she meant, not just to me and her friends, but to all of Equestria. I could be putting the fate of everypony in danger.

"Come on, lets head back, I think that's enough for one day." I opened my eyes to see her horn glowing as we telported to the top of the castle? Whatever... Once there, I heard Twilight gasp and run over to me.

"Leon! What happened!" I let go of Cadance and I tackled Twilight by accident, forgetting my bigger size as I gripped her. "Cadance?..." She put her hooves around me, and I heard Cadance sigh.

"He learned a little more then I think he could handle... He really cares about you Twilight." I felt her run her hoof over my back as I sobbed. _I don't deserve her... I have to reason with Celestia... I have to... Anything to get her back with her friends. _I took a couple deep breaths, calming myself down before I turned and looked at the two mares.

"Sorry..." I looked over at Cadance. "I have to reason with her..." My words caught them off guard, both looking at me before their eyes went wide, knowing what I meant.

"Leon! Are you crazy!" Twilight said as I got off her, pulling her to her hooves again.

"I have to... Twilight, I learn how much your friends mean to you, and you deserve to be with them..." I nuzzled her head, going right underneath my chin. "You are the Element of Magic, and the others can't be used without it." She pulled back, looking me in the eye.

"How do you know how the Elements work?" I chuckled, running my hoof in her mane.

"I am a unicorn, I like my books as well Twilight." She giggled, rolling her eyes. "There are someponies who are somewhat well read too." I chuckled as I continued. "Anyways, you six, are bonded, more then you know, the Elements say so... and I am putting all of Equestira in harms way if I take you away from the others." She bit her lip, taking into account at what I was saying. "Celestia isn't dumb enough to harm you, or lock you up as she need you in case Equestria is threatened again, so you can return to Ponyville, and I will stay here..." I looked at Cadance. "I can stay here... right?" She opened her mouth to say something, when a voice startled us.

"No..." The two girls gasped, and we turned around to see Shining standing in the doorway, staring me down. "I have never thought about it like that... Celestia will be notified of you... Make it easy and give up... or do it the hard way." Twilight I saw, burst into tears.

"What!? Shining! No! I love him! You can't do this..." She held me tightly, Cadance taking a step forward.

"Honey, I thought we were giving him one chance! What happen-" Cadance got cut off by him.

"Plans change... The letter will be leaving tonight..." Twilight gritted her teeth, running at Shining as he put up a barrier and she hit it over and over.

"You asshole! I hate you! How could you do this to me! I thought you wanted me to be happy!? You fake B.B.B.F.F!" He was really taken back, coming to realization at what he said. "If anything happens to him! I will never forgive you!" I looked at Twilight, she kinda scared me, I have never heard her talk like this and I ran up to her, pulling her away from him, but man she was struggling hard!

"Easy Twilight... It's ok... they will have to kill me to make me leave your side." I glared at Shining, getting to my hooves, my left foreleg wrapped around her. "Some brother you are..." Was all I said as I walked Twilight to our room, Cadance walking off in the other direction and he hung his head low in shame.

**A couple days later.**

I haven't seen Shining in a couple days, ever since that day. I don't think he sent the letter, as nopony has ever come for me. Twilight was super nervous the day right after that, keeping me locked in our room, keeping me away from the rest of the world. But after a couple days, everything seemed to go back to normal, the sun just coming over the horizon as I laid in bed, just starting to wake up as I shifted a little. "Good morning." Twilight's groggy voice always made me smile as I looked down at her, her eyes were half way open, obviously still sleepy. I bent down, lightly nuzzling her muzzle with mine, rubbing our cheeks a little too.

"Good morning beautiful." I held her, her body heat and mine mixed, a warm comforting feeling coming over me. "I love you ya know." She giggled, pecking me on the neck.

"I know you do, I love you too, I'm glad I met you Leon." She pulled back, looking into my eyes. "I hope I never have to leave you." She whispered, moving closer as I closed my eyes as she put her lips to mine. I shuddered, the feeling of her lips on mine made me go crazy! My tongue moving out of instinct, licking against her lips, seeking entry which she hesitantly granted. Our tongues danced, lightly rubbing the others. _Oh... That feels good... _I pushed a little harder now, rolling her on top of me, her head gently tilting to the side as I did the same in the opposite direction, my piercing rubbing her tongue as she targeted it. She attacked it, licking all around the ball. _I guess she loves the feeling of it on her tongue. _She soon pulled back, her cheeks flustered as she panted a bit for breath. I did the same as she laid on me, her hoofs gently hugging me as I ran my hooves up her sides. "Wow..." Was all she could say, and it was a whisper. "I will be right back, stay here ok?" I sighed and nodded as she got up, leaving me alone again.

It was pretty boring as I laid in bed, staring up at the ceiling, my mind wandering to what ever it wanted to do. I sighed, blowing my hair out of my face, it was sooo boring in this little room where I had been for days. I flipped over, spreading my body just out over the bed, groaning out of my now boredom. I heard a small tapping noise, but I just ignored it, when it got louder and I looked at the window... I blinked, not believing my eyes and I crawled off the bed, staring at the window, my jaw dropped. Blue coat, rainbow hair... Those cerise eyes, staring right at me, a little smile on her muzzle. "Rainbow Dash?" I whispered loudly, and she nodded as I opened the window, and she immediately tackled me, pinning me to the floor, hugging me tightly.

"I'm so sorry Leon... I couldn't stay away! I had to see the both of you!" She looked around the room, slowly blinking. "Huh?! Where's Twilight?" I sighed and she got off me, letting me sit up.

"A couple days ago, Shining was about to notify Celestia about me, but I don't think he did it, he was just trying to scare me into giving myself up, as he didn't want anything to happen to Twilight... And all of Equestira even!" She looked at me like I was crazy as I said the last thing. "The Elements, I know you girls can you use them, and without hers, they can't be used. I am going to try and reason with Celestia, and see if I can't get us back to Ponyville." She smiled and looked at the door, her smile widening as she dashed at it. I looked over as she tackled Twilight.

"Rainbow?!" Twilight said before she fell to the floor, Rainbow squeezing her tightly in a hug.

"I missed ya egghead! Heck we all missed you so much. It's just not the same without you... Oop." She blushed and looked back at me and I had I guilty look on my face. "Uhh, but it's better that you're with Leon here!" She tried to make me feel better but it didn't help as I sat down, sighing, my ears splayed to my head. She got to her hooves, walking over to me, her hooves lightly clicking on the floor and she put her left foreleg on my shoulder. "Hey..." I looked at her, a little smile on her face. "I know you have low self esteem, but really, we are all glad you guys are happy." I knew she was telling half the truth, they weren't glad I was with her. I looked at Twilight, and she came over, lightly hugging my side.

"It's ok Leon, you know they are happy we are together, and nothing can separate us, right?" I nodded, making her smile and I wrapped my hoof around her, looking at Rainbow.

"So, why did you come here Rainbow?" She seemed to be taken back by what I said, and she avoided eye contact.

"I was just seeing if everything was going A-ok!" She swung her hoof a little, giving a fake smile that me and Twilight didn't buy, and she noticed that and gulped, starting to sweat a little. "Uhh, fine! The real reason I came, was to see..." She put her right foreleg behind her head, putting her head down in shame. "I came to see if perhaps things didn't work out between you guys, and I could take Twilight home alright! You are only dating after all." I took these words to heart. _We are... so it could end anytime, I need to know if she loves me as much as I do her... I will have to talk to Cadance._

"Rainbow?!" Twilight gasped and I just sighed, making Rainbow Dash groan.

"I know! It was stupid! We just miss you so much, everything is dull... And Celestia..." She winced and Trailed off, making me and Twilight look at each other.

"Rainbow?" I said calmly, hoping to get to know what Celestia did.

"She really wants you Leon, she ripped apart the library, looking for any clue to where you went, she asked us a million times, but we all had alibis, although Applejack was a bit harder to come up with, the whole, can't lie very well thing ya know? Anyways, she is crazy!" I sighed, once again, my low self esteem getting the better of me.

"She didn't hurt anypony right?" Rainbow shook her head.

"She's not THAT crazy... yet at least." She giggled a little, turning back to her regular self. "Anyways, I am STARVED! There any good food to eat round here?"

"Why yes there is Rainbow Dash." The voice startled us and we looked towards the door, Cadance standing in it, a little smile on her muzzle. "Come to the dinning room, we shall eat breakfast." Rainbow lit up, flapping her wings and she thrusted her hoof into the air.

"Yes!" She zoomed out of the room, Twilight rolling her eyes, a playful smile on her muzzle as she left the room as well, leaving me to walk beside Cadance. I glanced over at her.

"Hey Cadance?" She looked at me, a caring look on her face. "I need to ask you something." She silently nodded for me to continue. "I want to propose to Twilight." I whispered, making sure my love didn't hear any of it and Cadance stifled a gasp.

"Really!?" She whispered, both of us falling a bit behind the other two, both of them talking and laughing, most likely recalling past memories. "Are you-." I just nodded, my cheeks red as I looked at my Twilight.

"What should I get her? Ya know, for when I propose?" She blushed, I guess thinking about me and Twilight, married... _Girls... _Anyways, she thought about it for a moment, before smiling.

"How about a beautiful necklace, but what kind of gems?" I thought about it for a minute, before smiling.

"Amethyst, because it matches her, in elegance, beauty, sm-." Cadance put her hoof on my lips, lightly giggling.

"I get it, I get it, you really love her. I know you don't have any bits right now, so when you get it, tell them I will cover the cost." I blushed out of embarrassment and gratitude, looking back at Twilight... words couldn't describe how I felt about her, and I got lost in my own little world.

I imagined the scene right now, I was standing standing there, in a black tuxedo, complete with red rose, my wings coming over the side, my hair styled, making me look perfect for... And then I saw her as the doors slowly opened, the white light coming from outside as she walked into my vision. She was blushing, in the most beautiful wedding dress I have ever seen, the partialy see through white cloth in front of her face. She walked up, those beautiful violet eyes staring up at me. My horn glowed as I put her necklace on, lightly putting it around her neck, and it rested gently on her. She was smiling, on the verge of tears. "You may now kiss the bride." I nodded, lifting her face piece, one kiss, and we would live happily ever after. I leaned in as she closed her eyes, her lips lightly apart as I almost reached them.

"Leon? Are you ok?" I shook my head a little, blushing harder as I got back to reality. I nodded, making her giggle, but Rainbow had that look in her eyes, a look of yearning. I walked up to Twilight, gently nuzzling her head.

"Sorry, just kind of zoned out, I was just thinking." She wiggled her head into my neck, lightly humming in her throat.

"About what baby?" I blushed, both at what I had planned for the day, and the name she called me. I looked at Rainbow as she and Cadance kept on walking, but she gave me a look that said, 'in front of me? Come on...' that same small frown, knowing full well she wants to be the one next to me. I shook it off, pulling back and Twilight walked next to me, looking up at me a bit.

"It's a surprise, you will just have to wait and see." I smirked, making her smile herself.

"Ooo, a surprise! That's new." She leaned against me, her head coming up to my jaw line. I sighed, one of content, but also a bit of nervousness. _Will she say yes? Man... This is going to be tough. _We soon arrived at the dinning room, the other girls ate breakfast, but I wasn't feeling hungry. Twilight put her hoof on mine, making me look at her, a look of concern on her face. "Leon? Are you ok? You haven't even touched your food." I looked back down, my stomach wasn't feeling the greatest.

"Yea, not feeling hungry, I think I need some fresh air. How about we get lunch later?." She rubbed my hoof, leaning up and kissed me on the cheek.

"Ok, I will be down later, I hope you feel better soon." She smiled a little as I stood up. _You have no idea Twilight. _I walked out of the room, walking towards the balcony so I could fly down to the ground. Once there, I trotted to the market place, looking for a store to buy the perfect gem for my little gem. I soon found a place, and walked inside, a dark blue crystal pony mare greeting me from behind the counter.

"Good morning sir, how may I help you?" She smiled a little, making me blush as I walked up, looking into the displays.

"Umm. I am looking for a necklace... Amethyst for gems please... It's important." She nodded, looking around a little before glancing back at me.

"How important? Honeymoon? Special somepony?" I took a staggered breath.

"Actuality, I want to propose to a girl." She gasped, smiling hugely.

"Well well well! Congratulations..." She looked me over, before gasping,. "Oh my gosh! I'm so sorry your highness! I didn't know!" She bowed a little, when I gulped.

"I'm not actuality royalty, just born this way." I meekly said, rubbing the back of my head with my hoof. She stood back up, her cheeks a little rosy pink from her actions.

"Oh... Sorry... Oh yea! That necklace! I have just the thing!" She pulled it out, and my jaw dropped. It was a golden necklace, with three big amethyst gems in it, one bigger one in the center, and two slightly smaller ones on the outside. I got a little lost in thought, imagining it on my Twilight.

"I'll take it!" She smiled, putting it inside a nice case, velvety black and it fit the necklace nicely. I used my magic to pick it up, putting it on my back. "Oh, Princess Cadance told me that she would be covering the cost, thank you so much miss, this will look beautiful on her." She blushed and nodded.

"That's what I'm here to do! See you later mister!" I nodded and trotted out of the store, looking around when I spotted a cafe, similar to the one in Ponyville. I sat down and ordered a glass of water, just waiting for a bit, trying to get my mind straight for the big question.

I waited for about an hour when I seen Twilight and Rainbow Dash come my way, Twilight trotting and Rainbow Dash flying, hovering low to the ground. _Does she ever stop flying? _Once me and Twilight made eye contact, she trotted a little faster, getting to me and hugging me as I lightly knocked the box in front of my seat. "I missed you, how are you feeling?" She pulled back, sitting next to me, laying her head on me as Rainbow took a seat across from us.

"Good, much better now." I kinda lied, I was so bucking nervous, my heart racing as I took a couple deep breaths. I wrapped my right hoof around her, running down her back at an angle.

"Alright love birds, you know what you're getting?" Rainbow said, and we both nodded. We all ordered something simple, daisy and lettuce sandwiches, with a little bit of tomatoes on mine and Twilight's. We idly talked, about how we were doing, how life was like now, and heck, Rainbow even cracked a couple jokes! Once we were almost finished, I put my hoof back around Twilight and she leaned on me, her hoof on my chest and I felt the time was right.

"Your hearts racing Leon, are you ok?" She rubbed her hoof over my chest a little, and I nodded, pushing her back a little.

"Twilight, there is something I need to ask you." She raised her eyebrow before I think she caught on a little. My horn glowed as I lifted the box up, her eyes going to it, then me, a look of disbelief in them. "Twilight Sparkle..." I heard Rainbow cough a little, most likely super surprised as I bent my right hind leg, staring deep into her eyes. "Will you marry me?" She gasped, the crowd around us going silent, time slowed as I opened the case, her eyes sparkling a little as she gazed at the necklace I picked out for her. After about five seconds I felt a bad feeling well up inside me. _Was she going to say no? _I was about to close it and just run away, when I heard her light voice whisper.

"Yes..."

**Hello again everyone! (pony?) Anyways, I hoped you enjoyed the chapter. I found it was the most plot driving so far, so I personally found it to be, not a great as the others in my eyes. Although, you are always harder on yourself, so I hoped it turned out good. If I made any mistakes, like continuity, or others, please inform me! I have a bunch of other fics planned, a couple one offs, a whole new one, and still going with A New Start! Thanks for all the support!**


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